Indore Smart City Development Limited RFP

INDORE SMART CITY DEVELOPMENT LIMITED, INDORE
REQUEST FOR PROPOSAL
For
Appointment of
Project Development and Management Consultant
for Area-Based Development Project
for Indore Smart City Development Limited
(Revised)
RFP NOTICE NO. 12/ISCDL/16-17
25 July 2016
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RFP for Appointment of Project Development and Management Consultant for Area Based Development
Projects for Indore Smart City Development Limited
Request for Proposals
Disclaimer
The information contained in this Request for Proposals document (“RFP”) or subsequently
provided to Applicants, whether verbally or in documentary or any other form by or on behalf
of the Indore Smart City Development Limited (“the Authority”) or any of its employees or
advisers, is provided to Applicants on the terms and conditions set out in this RFP and such
other terms and conditions subject to which such information is provided.
This RFP is not an agreement or an offer by the Authority to the prospective Applicants or
any other person. The purpose of this RFP is to provide interested parties with information
that may be useful to them in the formulation of their Proposals pursuant to this RFP. This
RFP includes statements, which reflect various assumptions and assessments arrived at by
the Authority in relation to the Consultancy. Such assumptions, assessments and statements
do not purport to contain all the information that each Applicant may require. This RFP may
not be appropriate for all persons, and it is not possible for the Authority, its employees or
advisers to consider the objectives, technical expertise and particular needs of each party who
reads or uses this RFP. The assumptions, assessments, statements and information contained
in this RFP, may not be complete, accurate, adequate or correct. Each Applicant should,
therefore, conduct its own investigations and analysis and should check the accuracy,
adequacy, correctness, reliability and completeness of the assumptions, assessments and
information contained in this RFP and obtain independent advice from appropriate sources.
Information provided in this RFP to the Applicants may be on a wide range of matters, some
of which may depend upon interpretation of law. The information given is not intended to be
an exhaustive account of statutory requirements and should not be regarded as a complete or
authoritative statement of law. The Authority accepts no responsibility for the accuracy or
otherwise for any interpretation or opinion on the law expressed herein.
The Authority, its employees and advisers make no representation or warranty and shall have
no liability to any person including any Applicant under any law, statute, rules or regulations
or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost
or expense which may arise from or be incurred or suffered on account of anything contained
in this RFP or otherwise, including the accuracy, adequacy, correctness, reliability or
completeness of the RFP and any assessment, assumption, statement or information
contained therein or deemed to form part of this RFP or arising in anyway in this Selection
Process.
The Authority also accepts no liability of any nature whether resulting from negligence or
otherwise, howsoever caused, arising from reliance of any Applicant upon the statements
contained in this RFP.
The Authority may in its absolute discretion, but without being under any obligation to do
so, update, amend or supplement the information, assessment or assumption contained in this
RFP.
The issue of this RFP does not imply that the Authority is bound to select an Applicant or to
appoint the Selected Applicant, as the case may be, for the Consultancy and the Authority
reserves the right to reject all or any of the Proposals without assigning any reasons
whatsoever.
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The Applicant shall bear all its costs associated with or relating to the preparation and
submission of its Proposal including but not limited to preparation, copying, postage, delivery
fees, expenses associated with any demonstrations or presentations which may be required
by the Authority or any other costs incurred in connection with or relating to its Proposal. All
such costs and expenses will remain with the Applicant and the Authority shall not be liable
in any manner whatsoever for the same or for any other costs or other expenses incurred by
an Applicant in preparation or submission of the Proposal, regardless of the conduct or
outcome of the Selection Process.
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S. No. Contents
1 Introduction
2 Instructions to Applicants
A. General
B. Documents
C. Preparation and Submission of Proposal
D. Evaluation Process
E. Appointment of Consultant
3 Criteria for Evaluation
4 Fraud and corrupt practices
5 Pre-Proposal Conference
6 Miscellaneous
Schedules
1 Terms of Reference
2 Form of Agreement
Annex-1: Terms of Reference

Annex-2: Deployment of Key Personnel
Annex-3: Deleted
Annex-4: Approved Sub-Consultant(s)
Annex-5: Cost of Services
Annex-6: Payment Schedule
Annex-7: Bank Guarantee for Performance Security
3 Guidance Note on Conflict of Interest
Appendices
1 Appendix-I: Technical Proposal
Form 1: Letter of Proposal
Form 2: Particulars of the Applicant
Form 3: Statement of Legal Capacity
Form 4: Power of Attorney
Form 5: Financial Capacity of the Applicant
Form6: Description of Approach, Methodology and Work Plan
Form 7: Team Composition, Assignment and Key Expert’s Inputs
Form 8: Particulars of Key Personnel
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Form 9: Abstract of Eligible Assignments of Applicant
Form 10: Eligible Assignments of Applicant
Form 11: Curriculum Vitae (CVs) of Professional Personnel
Form 12: Proposal for Sub- Consultants
2 Appendix-II: Financial Proposal
Form 1: Covering Letter
Form 2: Financial Proposal
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Glossary
Agreement As defined in Schedule-2

Agreement Value As defined in Clause 6.1.2 of Schedule-2
Applicable Laws As defined in Schedule-2
Applicant As defined in Clause 2.1.1
Associate As defined in Clause 2.3.3
Authorised Representative As defined in Clause 2.13.3
Authority As defined in Clause 1.1.1
Bid Security As defined in Clause 2.20.1
Conditions of Eligibility As defined in Clause 2.2.1
Conflict of Interest As defined in Clause 2.3.1
Consultancy As defined in Clause 1.2
Consultancy Team As defined in [Paragraph 4] of Schedule-1
Consultant As defined in Clause 1.2
CV Curriculum Vitae
Deliverables As defined in Paragraph 5 of Schedule-1
Documents As defined in Clause 2.12
Effective Date As defined in Clause 2.1 of Schedule-2
Eligible Assignments As defined in Clause 3.1.4
Financial Proposal As defined in Clause 2.15.1
Form of Agreement Form of Agreement as in Schedule-2
INR, Re, Rs. Indian Rupee(s)
Inception Report As specified in [Paragraph 3] of Schedule-1
Key Personnel As defined in Clause 2.1.4
Lead Member As defined in Clause 2.1.1
LOA Letter of Award
Member As defined in Clause 2.3.3 (a)
Official Website As defined in Clause 1.11.2
Personnel As defined in Clause 1.1.1(n) of Schedule-2
PPP Public Private Partnership
Professional Personnel As defined in Clause 2.14.6
Prohibited Practices As defined in Clause 4.1
Project As defined in Clause 1.1.1
Project Manager As defined in Clause 4.6 of Schedule-2
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Proposal As defined in Clause 1.2
Proposal Due Date or PDD As defined in Clauses 1.5 and 1.8
Resident Personnel As defined in Clause 1.1.1(o) of Schedule-2
RFP As defined in Disclaimer
Selected Applicant As defined in Clause 1.6
Selection Process As defined in Clause 1.6
Services As defined in Clause 1.1.1(q) of Schedule-2
Sole Firm As defined in Clause 2.1.1
Statement of Expenses As defined in Note 4, Form-2 of Appendix-II
Statutory Auditor An Auditor appointed under Applicable Laws
Sub-Consultant As defined in Clause 1.1.1(r) of Schedule-2
Support Personnel As defined in Clause 2.14.6
Team Leader As defined in Clause 2.1.4
Technical Proposal As defined in Clause 2.14.1
TOR As defined in Clause 1.1.3
US$ United States Dollar
The words and expressions beginning with capital letters and defined in this document shall,
unless repugnant to the context, have the meaning ascribed thereto herein.
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1. INTRODUCTION
1.1. Background
1.1.1 Indore Smart City Proposal (SCP) has been selected, to implement the Area-Based
Development (ABD) and Pan-city proposals, by the Government of India (GoI)
under Smart City Mission (SCM), wherein 98 cities in India competed for first 20
positions. The Indore ABD proposal spreads across a contiguous land parcel,
comprising of a total area of 742 acres, having a population of 1.2 Lakhs which is
almost 5.5% of the total population of Indore city. The 742 acres, earmarked area
is proposed to be retrofitted with smart features/infrastructure wherein out of total
proposed area, 164 acres of land will be redeveloped with smart
features/infrastructure in accordance with SCP and SCM guidelines.
The project cost of all the projects as per the SCP to be taken up for
implementation is estimated as Rs. 5099.60 Crore, that includes
redevelopment of 164 acre area on PPP basis costing approximately Rs.
2991.0 Crore, for which ISCDL appointed consultancy firm M/s Eptisa
Servicios De Ingenieria S.L., as a technical and administrative support unit.
Similarly, Consultant has been appointed for water supply, sewerage, water
recycling & reuse for the ABD area under AMRUT scheme and consultants
are also being appointed for pan-city ICT solutions and Housing for All. The
consultant appointed for ABD shall coordinate with appointed consultants to
insure seamless coordination in planning and implementation of the projects.
The project cost of ABD component for purpose of this assignment is
considered as Rs. 1500.00 Crore under Indore Smart City Proposal. This is
only a preliminary estimate. The selected ABD consultant will need to
prepare DPRs and detailed cost estimates.
For the purpose of implementing the Smart Cities project, Indore Smart City
Development Limited (ISCDL) (the “Authority”), a Special Purpose Vehicle
(SPV) for Indore Smart City Project has been incorporated as a public limited
company, under the Indian Companies Act, 2013. District Collector is Chairman
and Municipal Commissioner is Executive Director of the Company. ISCDL has
received funds from Government of India and Government of Madhya Pradesh
(GoMP) for the development of Indore as smart city. ISCDL intends to apply part
of this fund for the said consultancy services. Pursuant to above, ISCDL is inviting
the eligible global consulting entity, to provide consultancy services for
preparation of Area Based Development Master Plan/ detailed layout plan for
earmarked area, preparation of detailed project reports for various packages and
project management consultancy support.
1.1.2 In pursuance of the above, the Authority has decided to carry out the process for
selection of Project Development and Management consultant for Area Based
Development Project for Indore Smart City. The Consultant shall perform the
activities in accordance with the Terms of Reference specified in Schedule-1 (the
“TOR”).
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Request for Proposal
1.2 Request for Proposals
The Authority invites proposals (the “Proposals”) for selection of project

development and management consultant (the “consultant”) for planning,
designing, implementing and monitoring of Area Based Development for Indore
Smart City in conformity with the TOR (collectively the “Consultancy”) and
Smart City Mission.
The Authority intends to select the Consultant through an open competitive
bidding process in accordance with the procedure set out herein.
1.3 Due diligence by Applicants
Applicants are encouraged to familiarize themselves fully about the assignment

and the local conditions before submitting the Proposal by paying a visit to the
Authority and the Project site, sending written queries to the Authority, and
attending a Pre-Proposal Conference on the date and time specified in Clause 1.10,
and any other means.
1.4 Sale of RFP Document
RFP document can be downloaded from the website of www.mpeproc.gov.in.

However, the bids of only those Applicant shall be considered for evaluation who
have made online payment of Rs 10,000/- (Rs Ten thousand only) for the RFP
document including service & gateway charges, without which bids will not be
accepted. The RFP Fee of Rs 10,000/- (Rs. Ten thousand only) is to be submitted
by bidder by making online payment only against this RFP.
1.5 Validity of the Proposal
The Proposal shall be valid for a period of not less than 120 days from the Proposal
Due Date (the “PDD”).
1.6 Brief description of the Selection Process
The Authority has adopted a two stage selection process (collectively the
“Selection Process”) for evaluating the Proposals comprising of technical bids
and financial bids to be submitted by the Applicant. For avoidance of doubt, the
technical proposal shall be submitted in hard copy to the Authority Address and in
soft copy online through e-procurement portal and the financial proposal shall be
submitted only online through e-procurement. In the first stage, a technical
evaluation will be carried out as specified in Clause 3.1. Based on this technical
evaluation, a list of short-listed applicants shall be prepared as specified in Clause
3.2. In the second stage, a financial evaluation will be carried out as specified in
Clause 3.3. Proposals will finally be ranked according to their combined technical
and financial scores as specified in Clause 3.4. The first ranked Applicant (the
“Selected Applicant”) shall be called for negotiation, if necessary, while the
second ranked Applicant will be kept in reserve.
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1.7 Currency conversion rate and payment
1.7.1 For the purposes of technical evaluation of Applicants, [Rs. 67 (Rupees sixty
seven)] per US$ shall be considered as the applicable currency conversion rate. In
case of any other currency, the same shall first be converted to US$ as on the date
60 (sixty) days prior to the Proposal Due Date, and the amount so derived in US$
shall be converted into INR at the aforesaid rate. The conversion rate of such
currencies shall be the daily representative exchange rates published by the
International Monetary Fund for the relevant date.
1.7.2 All payments to the Consultant shall be made in INR in accordance with the
provisions of this RFP. The Consultant may convert INR into any foreign currency
as per Applicable Laws and the exchange risk, if any, shall be borne by the
Consultant.
1.8 Schedule of Selection Process
The Authority would endeavour to adhere to the following schedule:
Event Description Date & Time

1. Publication of Request for 16.06.2016
Proposal
2. Last date for receiving 17.07.2016 till 1730 Hours
queries/clarifications
3. Pre-Proposal Conference 18-07-2016 at 1500 Hours
4. Authority response to queries 25.07.2016
5. Last date for purchase of RFP 22.08.2016

document
6. Proposal Due Date or PDD 24.08.2016 till 1500 Hours
(online submission of Technical
Proposal and Financial Proposal
on e-procurement portal)
7. Submission of hard copy of 26.08.2016 till 1500 Hours

Technical Proposal
8. Opening of Technical Proposals 26.08.2016 at 1530 Hours
9. Opening of Financial Proposals To be intimated to the successful bidders

as per clause 3.2
10. Letter of Award (LOA) Within 15 days of Opening of Financial

Proposals
11 Signing of Agreement Within 10 days of LOA
12 Validity of Applications As mentioned in clause 1.5
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1.9 Pre-Proposal visit to the Site and inspection of data
Prospective Applicants may visit the Site and review the available data at any time
prior to PDD. For this purpose, they will provide at least two days’ notice to the
nodal officer specified below:
Chief Executive Officer,

Indore Smart City Development Limited
1.10 Pre-Proposal Conference
The date, time and venue of Pre-Proposal Conference shall be:
Date and Time: As mentioned in clause 1.8
1.11.1 All communications including the submission of Proposal should be

addressed to:
Chief Executive Officer,

107-109, Palika Plaza, Phase-II, MTH Compound,
Indore (M.P.) 452001
Phone: 0731-2535572
Email: smartcityindore16@gmail.com
1.11.2 The Official Website of the Authority is:
http://www.mpeproc.gov.in
1.11.3 All communications, including the envelopes, should contain the following
information, to be marked at the top in bold letters:
RFP NOTICE NO. 12/ISCDL/16-17 for Appointment of Project Development and
Management Consultant for Area Based Development project for Indore Smart City
Development Limited.
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2. INSTRUCTIONS TO APPLICANTS
A. GENERAL
2.1 Scope of Proposal
2.1.1 Detailed description of the objectives, scope of services, Deliverables and other
requirements relating to this Consultancy are specified in this RFP. In case an
applicant firm possesses the requisite experience and capabilities required for
undertaking the Consultancy, it may participate in the Selection Process either
individually (the “Sole Firm”) or as lead member of a consortium of firms (the
“Lead Member”) in response to this invitation. The term applicant (the
“Applicant”) means the Sole Firm or the Lead Member, as the case may be. A
maximum of two members including Lead Member shall be allowed in a
consortium. The manner in which the Proposal is required to be submitted,
evaluated and accepted is explained in this RFP.
2.1.2 Applicants are advised that the selection of Consultant shall be on the basis of an
evaluation by the Authority through the Selection Process specified in this RFP.
Applicants shall be deemed to have understood and agreed that no explanation or
justification for any aspect of the Selection Process will be given and that the
Authority’s decisions are without any right of appeal whatsoever.
2.1.3 The Applicant shall submit its Proposal in the form and manner specified in this
Part-2 of the RFP. The Technical proposal shall be submitted in the form at
Appendix-I. Upon selection, the Applicant shall be required to enter into an
agreement with the Authority in the form specified at Schedule-2.
2.1.4 Key Personnel
The Consultancy Team shall consist of the following key personnel (the “Key
Personnel”) as specified below:
S. Key Personnel
No.
1. Team Leader and Urban Planner
2. Deputy Team Leader and Project Manager
3. Senior Architect
4. Senior Civil Engineer
5. Senior Procurement Specialist
6. Infrastructure Finance and PPP Expert
2.2 Conditions of Eligibility of Applicants
2.2.1 Applicants must read carefully the minimum conditions of eligibility (the
“Conditions of Eligibility”) provided herein. Proposals of only those Applicants
who satisfy the Conditions of Eligibility will be considered for evaluation.
2.2.2 To be eligible for evaluation of its Proposal, the Applicant shall fulfil the following:
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(A) Basic Eligibility criteria
The Applicant shall be a private company incorporated in India under the (Indian)
Companies Act 1956/2013 or a company incorporated under equivalent law
abroad or Limited Liability Partnership (LLP) incorporated under the Limited
Liability Partnership Act 2008 or equivalent act/law abroad. The Applicant shall
be required to submit a true copy of its Incorporation Certificate along with
Technical Proposal.
Note: In case of consortium, all members shall meet the above condition.
(B) Technical Capacity: The Applicant shall have, in the last seven years preceding
the Proposal Due Date, completed or currently executing, as the case may be, at
least one assignment in each of the following category: (Bidder shall submit proof
of such works, such as, Work Order / Contract Copy / Completion Certificate /
Payment Certificate etc.)
a) Category 1: experience in preparation of detailed layout master plan for an area

not less than 50 acres for any urban sector.
b) Category 2: experience in preparation of detailed project reports for any fields i.e.
water supply/ sewerage/ electricity distribution systems/ urban roads/utility ducts/
parking/ river front development etc.
c) Category 3: experience in project management for township / infrastructure
projects.
Provided that :
1. the Applicant firm claiming credit for an Assignment which falls under
category 1, 2 and 3 shall have, prior to PDD, received professional fees of at
least Rs. 1.00 (One) Crore for such assignment.
2. The Applicant firm shall submit a certificate of satisfactory performance of
services from the respective client for each assignment.
3. In case of consortium, all members shall jointly meet the above condition.
4. If a Project fulfils the scope of work of more than one category, the said project
will be acceptable for both categories.
(C) Financial Capacity: The Applicant should have received an average of Rs. 100
Crores (or equivalent in other currencies) per annum as professional fees during
each of the last 3 (three) financial years preceding the PDD as per clause 1.8. For
the avoidance of doubt, professional fees hereunder refer to fees received by the
Applicant for providing advisory or consultancy services to its clients. In case of
consortium, the Financial Capacity of the Applicant shall be assessed jointly.
Further, the Lead member and the other consortium member shall have received a
minimum professional consultancy fee of Rs. 70 Crores and Rs. 30 Crores
respectively.
(D) Availability of Key Personnel: The Applicant shall offer and make available all
Key Personnel meeting the requirements specified in Sub-clause (E) below.
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(E) Conditions of Eligibility for Key Personnel: Each of the Key Personnel must fulfil
the Conditions of Eligibility specified below:
Sr. Key Qualifications Minimum Experience required

No Personnel and Skills experience
in years
Team Leader Post Graduate in 12 Years Relevant experience in
1. and Urban urban/ regional formulating detailed master plan,
Planner planning or development control regulations,
urban design preparing master plan assignments
and Graduate in of similar magnitude and nature
Architecture
Deputy Team BE / B Tech in 10 years Relevant experience in project
2. Leader and Civil Engg with development and project
PG in relevant management in urban sector.
Project
field or MBA in Experience in smart cities would be
Manager relevant field an advantage. Should also have
hands on experience in operating
project management applications
and software.
Senior Graduate in 10 years Relevant experience in large scale
3. Architect Architecture affordable housing design,
township design and preparing
detail project report of
assignments of similar magnitude
and nature.
Senior Civil Graduate in 10 years He should have worked as a
4. Engineer Civil municipal / design engineer for
Engineering urban infrastructure projects like
water supply, sewerage, solid
waste management, urban
transport, parking building,
drainage, affordable housing, etc.
Senior Graduate in 10 years He should have worked as a
5. Procurement Civil procurement expert / contract
Expert Engineering/ management expert / PPP expert
Law or for Infrastructure Projects in
MBA/CA/ CFA sectors like urban infrastructure,
roads, airports, highways,
railways, ports, telecom and power
etc
6. Senior MBA (Finance) 10 years Relevant experience in area
Infrastructure /CA/ CFA development projects,
Finance and infrastructure development
PPP Expert projects, financial analysis,
revenue generation mechanisms,
project modeling in area develop
ment projects, infrastructure
development projects of similar
magnitude and nature.
CVs of the key personnel mentioned above shall be evaluated for Technical score in
technical evaluation.
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In addition, as and when required the consultant shall bring in non-key experts related to
various aspects of area based proposal for project development, implementation and
monitoring. This will include but not limited to the following non-key experts:
1. Water Supply Engineer

2. Sewerage Engineer
3. Solid Waste Management Expert
4. Electrical Engineer
5. Mechanical Engineer
6. Structural Engineer
7. Billing Engineer
8. Construction Manager
9. Contract Management Expert
10. Quality Control Expert
11. Architect
12. Urban Designer
13. Landscape Architect
14. Conservation Architect
15. GIS Engineer
16. Project Management Expert
17. Environmental Engineer
18. Social Development Expert
19. Transport Planner
20. Road Design Engineer
21. Lighting Designer
22. ICT Expert
23. Legal expert
24. Surveyor
25. Draughtsmen
The minimum experience requirement for non-key experts is 7 years. Non-key experts
shall have minimum graduate degree and relevant experience as sector expert. CVs of
non-key experts need not be submitted with the bid, but their CVs shall be approved
by ISCDL at the time of appointment.
The Consultant shall setup a project office with deployment of Deputy Team Leader
(Project Manager) and support staff team as per table below for day to day coordination.
The Deputy Team Leader and team mentioned below shall be deployed on site during the
entire duration of the project. CVs of support staff need not be submitted with the bid,
but their CVs shall be approved by ISCDL at the time of appointment.
Sr. Resident Qualifications Minimum Experience required

No Team and Skills experience
in years
Urban Graduate / PG 5 Years Relevant experience in urban
1. Planner in planning planning, CDP preparation, SCP
preparation, master planning,
feasibility studies, research,
urban infrastructure project
development.
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Sr. Resident Qualifications Minimum Experience required
No Team and Skills experience
in years
Civil Graduate in 5 years Relevant experience in land
2. Engineer Civil surveys and construction
Engineering management of Urban Service
delivery (Water Supply/
Sewerage/Drainage/
Transportation/Solid Waste
Management/ Utility Ducts etc.)
Procurement Graduate in 5 years Relevant experience in
3. Expert Engineering or preparation of bid documents
MBA or and bid process management for
Planning or Law Infrastructure Projects in sectors
like urban infrastructure, roads,
airports, highways, railways,
ports, telecom and power etc
Architect Degree in 5 years Relevant experience in design of
4. Architecture public spaces, landscaping,
buildings’ retrofitting works etc.
Draftsman Diploma in 5 years Proficiency in AutoCAD and MS
5. Architecture or Office, experience in building /
Civil utility infrastructure / road
Engineering projects, experience in GIS will
be preferred.
2.2.3 The Applicant shall enclose with its Proposal, certificate(s) from its Statutory
Auditors alongwith Audited Balance Sheets stating its total revenues from
professional fees during each of the 3 (three) financial years preceding the PDD
(as per Form 5) and the fee received in respect of each of the Assignments
specified in the Proposal (as per Form 9). In the event that the Applicant does not
have a statutory auditor, it shall provide the requisite certificate(s) from the firm
of Chartered Accountants that ordinarily audits the annual accounts of the
Applicant.
2.2.4 The Applicant should submit Power of Attorney executed in the name of
authorised signatory; however, that such Power of Attorney would not be required
if the Application is signed by a partner of the Applicant, in case the Applicant is
a limited liability partnership.
2.2.5 Any entity which has been barred by the Central Government, any State
Government, a statutory authority or a public sector undertaking, as the case may
be, from participating in any project, and the bar subsists as on the date of Proposal,
would not be eligible to submit a Proposal either by itself or through its Associate.
2.2.6 An Applicant or its Associate should have, during the last three years, neither
failed to perform on any agreement, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration award
against the Applicant or its Associate, nor been expelled from any project or
agreement nor have had any agreement terminated for breach by such Applicant
or its Associate.
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2.2.7 While submitting a Proposal, the Applicant should attach clearly marked and
referenced continuation sheets in the event that the space provided in the specified
forms in the Appendices is insufficient. Alternatively, Applicants may format the
specified forms making due provision for incorporation of the requested
information.
2.3 Conflict of Interest

2.3.1 An Applicant shall not have a conflict of interest that may affect the Selection
Process or the Consultancy (the “Conflict of Interest”). Any Applicant found to
have a Conflict of Interest shall be disqualified.
2.3.2 The Authority requires that the Consultant provides professional, objective, and
impartial advice and at all times hold the Authority’s interests paramount, avoid
conflicts with other assignments or its own interests, and act without any
consideration for future work. The Consultant shall not accept or engage in any
assignment that would be in conflict with its prior or current obligations to other
clients, or that may place it in a position of not being able to carry out the
assignment in the best interests of the Authority.
2.3.3 Some guiding principles for identifying and addressing Conflicts of Interest have
been illustrated in the Guidance Note at Schedule-3. Without limiting the
generality of the above, an Applicant shall be deemed to have a Conflict of Interest
affecting the Selection Process, if:
(a) the Applicant, its consortium member (the “Member”) or Associate (or any
constituent thereof) and any other Applicant, its consortium member or
Associate (or any constituent thereof) have common controlling shareholders
or other ownership interest; provided that this disqualification shall not apply
in cases where the direct or indirect shareholding or ownership interest of an
Applicant, its Member or Associate (or any shareholder thereof having a
shareholding of more than 5% (five per cent) of the paid up and subscribed
share capital of such Applicant, Member or Associate, as the case may be) in
the other Applicant, its consortium member or Associate is less than 5 per cent
of the subscribed and paid up equity share capital thereof; provided further that
this disqualification shall not apply to any ownership by a bank, insurance
company, pension fund or a public financial institution referred to in sub-
section (72) of section 2 of the Companies Act, 2013. For the purposes of this
Clause 2.3.3(a), indirect shareholding held through one or more intermediate
persons shall be computed as follows: (aa) where any intermediary is
controlled by a person through management control or otherwise, the entire
shareholding held by such controlled intermediary in any other person (the
“Subject Person”) shall be taken into account for computing the shareholding
of such controlling person in the Subject Person; and (bb) subject always to
sub-clause (aa) above, where a person does not exercise control over an
intermediary, which has shareholding in the Subject Person, the computation
of indirect shareholding of such person in the Subject Person shall be
undertaken on a proportionate basis; provided, however, that no such
shareholding shall be reckoned under this sub-clause (bb) if the shareholding
of such person in the intermediary is less than 26% (twenty six per cent) of the
subscribed and paid up equity shareholding of such intermediary; or
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(b) a constituent of such Applicant is also a constituent of another Applicant;
or
(c) such Applicant or its Associate receives or has received any direct or
indirect subsidy or grant from any other Applicant or its Associate; or
(d) such Applicant has the same legal representative for purposes of this
Application as any other Applicant; or
(e) such Applicant has a relationship with another Applicant, directly or

through common third parties, that puts them in a position to have access
to each other’s information about, or to influence the Application of either
or each of the other Applicant; or
(f) there is a conflict among this and other consulting assignments of the
Applicant (including its personnel and Sub-consultant) and any
subsidiaries or entities controlled by such Applicant or having common
controlling shareholders. The duties of the Consultant will depend on the
circumstances of each case. While providing consultancy services to the
Authority for this particular assignment, the Consultant shall not take up
any assignment that by its nature will result in conflict with the present
assignment; or
(g) a firm which has been engaged by the Authority to provide goods or works
or services for a project, and its Associates, will be disqualified from
providing consulting services for the same project save and except as
provided in Clause 2.3.4; conversely, a firm hired to provide consulting
services for the preparation or implementation of a project, and its
Members or Associates, will be disqualified from subsequently providing
goods or works or services related to the same project; or
(h) the Applicant, its Member or Associate (or any constituent thereof), and
the bidder or Concessionaire, if any, for the Project, its contractor(s) or
sub-contractor(s) (or any constituent thereof) have common controlling
shareholders or other ownership interest; provided that this disqualification
shall not apply in cases where the direct or indirect shareholding or
ownership interest of an Applicant, its Member or Associate (or any
shareholder thereof having a shareholding of more than 5% (five per cent)
of the paid up and subscribed share capital of such Applicant, Member or
Associate, as the case may be,) in the bidder or Concessionaire, if any, or
its contractor(s) or sub-contractor(s) is less than 5% (five per cent) of the
paid up and subscribed share capital of such Concessionaire or its
contractor(s) or sub-contractor(s); provided further that this
disqualification shall not apply to ownership by a bank, insurance
company, pension fund or a Public Financial Institution referred to in sub-
section (72) of section 2 of the Companies Act, 2013. For the purposes of
this sub-clause (h), indirect shareholding shall be computed in accordance
with the provisions of sub-clause (a) above.
For purposes of this RFP, Associate means, in relation to the Applicant, a person
who controls, is controlled by, or is under the common control with such
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Applicant (the “Associate”). As used in this definition, the expression “control”

means, with respect to a person which is a company or corporation, the
ownership, directly or indirectly, of more than 50% (fifty per cent) of the voting
shares of such person, and with respect to a person which is not a company or
corporation, the power to direct the management and policies of such person by
operation of law or by contract.
2.3.4 An Applicant eventually appointed to provide Consultancy for this Project, and its
Associates, shall be disqualified from subsequently providing goods or works or
services related to the construction and operation of the same Project and any
breach of this obligation shall be construed as Conflict of Interest; provided that
the restriction herein shall not apply after a period of 5 (five) years from the
completion of this assignment or to consulting assignments granted by banks/
lenders at any time; provided further that this restriction shall not apply to
consultancy/ advisory services performed for the Authority in continuation of this
Consultancy or to any subsequent consultancy/ advisory services performed for
the Authority in accordance with the rules of the Authority. For the avoidance of
doubt, an entity affiliated with the Consultant shall include a partner in the
Consultant’s firm or a person who holds more than 5% (five per cent) of the
subscribed and paid up share capital of the Consultant, as the case may be, and any
Associate thereof.
2.4 Number of Proposals
No Applicant or its Associate shall submit more than one Application for the
Consultancy. An Applicant applying individually or as an Associate shall not be
entitled to submit another application either individually or as a member of any
consortium, as the case may be.
2.5 Cost of Proposal
The Applicants shall be responsible for all of the costs associated with the
preparation of their Proposals and their participation in the Selection Process
including subsequent negotiation, visits to the Authority, Project site etc. The
Authority will not be responsible or in any way liable for such costs, regardless of
the conduct or outcome of the Selection Process.
2.6 Site visit and verification of information
Applicants are encouraged to submit their respective Proposals after visiting the
Project site and ascertaining for themselves the site conditions, traffic, location,
surroundings, climate, access to the site, availability of drawings and other data
with the Authority, Applicable Laws and regulations or any other matter
considered relevant by them.
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2.7 Acknowledgement by Applicant
2.7.1 It shall be deemed that by submitting the Proposal, the Applicant has:
(a) made a complete and careful examination of the RFP;
(b) received all relevant information requested from the Authority;
(c) acknowledged and accepted the risk of inadequacy, error or mistake in the
information provided in the RFP or furnished by or on behalf of the
Authority or relating to any of the matters referred to in Clause 2.6 above;
(d) satisfied itself about all matters, things and information, including matters
referred to in Clause 2.6 herein above, necessary and required for submitting
an informed Application and performance of all of its obligations thereunder;
(e) acknowledged that it does not have a Conflict of Interest; and
(f) agreed to be bound by the undertaking provided by it under and in terms

hereof.
2.7.2 The Authority shall not be liable for any omission, mistake or error on the part of
the Applicant in respect of any of the above or on account of any matter or thing
arising out of or concerning or relating to RFP or the Selection Process, including
any error or mistake therein or in any information or data given by the Authority.
2.8 Right to reject any or all Proposals
2.8.1 Notwithstanding anything contained in this RFP, the Authority reserves the right
to accept or reject any Proposal and to annul the Selection Process and reject all
Proposals, at any time without any liability or any obligation for such acceptance,
rejection or annulment, and without assigning any reasons thereof.
2.8.2 Without prejudice to the generality of Clause 2.8.1, the Authority reserves the right
to reject any Proposal if:
(a) at any time, a material misrepresentation is made or discovered, or
(b) the Applicant does not provide, within the time specified by the Authority, the
supplemental information sought by the Authority for evaluation of the
Proposal.
Misrepresentation/ improper response by the Applicant may lead to the

disqualification of the Applicant. If the Applicant is the Lead Member of a
consortium, then the entire consortium may be disqualified / rejected. If such
disqualification / rejection occurs after the Proposals have been opened and the
highest ranking Applicant gets disqualified / rejected, then the Authority reserves
the right to consider the next best Applicant, or take any other measure as may be
deemed fit in the sole discretion of the Authority, including annulment of the
Selection Process.
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B. DOCUMENTS
2.9 Contents of the RFP
This RFP comprises the Disclaimer set forth hereinabove, the contents as listed
below and will additionally include any Addendum / Amendment issued in
accordance with Clause 2.11:
1 Introduction
2 Instructions to Applicants
3 Criteria for Evaluation
4 Fraud and corrupt practices
5 Pre-Proposal Conference
6 Miscellaneous
Schedules
1 Terms of Reference
2 Form of Agreement
Annex-2: Deployment of Personnel
Annex-3: Deleted
3 Guidance Note on Conflict of Interest
4 Appendices
Appendix-I: Technical Proposal
Form 1: Letter of Proposal
Form 2: Particulars of the Applicant
Form 3: Statement of Legal Capacity
Form 4: Power of Attorney
Form 5: Financial Capacity of the Applicant
Form 6: Description of Approach, Methodology, and Work plan
Form 7: Team Composition, Assignment and Key Expert’s Inputs
Form 8: Particulars of Key Personnel
Form 9: Abstract of Assignments of the Applicant
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Form 10: Assignments of Applicant
Form 11: CVs of Professional Personnel
Form 12: Proposal for Sub-consultant(s)
Appendix – II: Financial Proposal

Form 1: Covering Letter
Form 2: Financial Proposal
2.10 Clarifications
2.10.1 Applicants requiring any clarification on the RFP may send their queries to the
Authority in writing by speed post/ courier/ special messenger or by e-mail so as
to reach before the date mentioned in the Schedule of Selection Process at Clause
1.8. The envelopes shall clearly bear the following identification:
"Queries concerning RFP for Appointment of Project Development and

Management Consultant for Area Based Development project for Indore
Smart City Development Limited.”
The Authority shall endeavour to respond to the queries within the period specified
therein but not later than 7 (seven) days prior to the Proposal Due Date. The
responses will be sent by e-mail. The Authority will post the reply to all such
queries on the Official Website and copies thereof will also be circulated to all
Applicants who have purchased the RFP document without identifying the source
of queries.
2.10.2 The Authority reserves the right not to respond to any questions or provide any
clarifications, in its sole discretion, and nothing in this Clause 2.10 shall be
construed as obliging the Authority to respond to any question or to provide any
clarification.
2.11 Amendment of RFP
2.11.1 At any time prior to the deadline for submission of Proposal, the Authority may,
for any reason, whether at its own initiative or in response to clarifications
requested by an Applicant, modify the RFP document by the issuance of
Addendum/ Amendment and posting it on the Official Website and by conveying
the same to the prospective Applicants (who have purchased the RFP document)
by e-mail.
2.11.2 All such amendments will be notified through e-mail to all Applicants who have
purchased the RFP document. The amendments will also be posted on the Official
Website along with the revised RFP containing the amendments and will be
binding on all Applicants.
2.11.3 In order to afford the Applicants a reasonable time for taking an amendment into
account, or for any other reason, the Authority may, in its sole discretion, extend
the Proposal Due Date.
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C. PREPARATION AND SUBMISSION OF PROPOSAL
2.12 Language
The Proposal with all accompanying documents (the “Documents”) and all
communications in relation to or concerning the Selection Process shall be in
English language and strictly on the forms provided in this RFP. No supporting
document or printed literature shall be submitted with the Proposal unless
specifically asked for and in case any of these Documents is in another language,
it must be accompanied by an accurate translation of the relevant passages in
English, in which case, for all purposes of interpretation of the Proposal, the
translation in English shall prevail.
2.13 Format and signing of Proposal

2.13.1 The Applicant shall provide all the information sought under this RFP. The
Authority would evaluate only those Proposals that are received in the specified
forms and complete in all respects. The proposals shall be submitted online as well
as physically.
2.13.2 The Applicant shall prepare one original set of the Proposal (together with
originals/ copies of Documents required to be submitted along therewith pursuant
to this RFP). In the event of any discrepancy between the online submission and
physically submitted version, the online submission shall prevail.
2.13.3 The Proposal shall be typed or written in indelible ink and signed by the authorised
signatory of the Applicant who shall initial each page. In case of printed and
published Documents also each pages shall be initialled. All the alterations,
omissions, additions, or any other amendments made to the Proposal shall be
initialled by the person(s) signing the Proposal. The Proposals must be properly
signed by the authorised representative (the “Authorised Representative”)as
detailed below:
(a) by the proprietor, in case of a proprietary firm; or
(b) by a partner, in case of a partnership firm and/or a limited liability partnership; or
(c) by a duly authorised person holding the Power of Attorney, in case of a Limited
Company or a corporation; or
(d) by the authorised representative of the Lead Member, in case of consortium.
A copy of the Power of Attorney certified by a notary public in the form specified
in Appendix-I (Form-4) shall accompany the Proposal (if required).
2.13.4 Applicants should note the PDD, as specified in Clause 1.8, for submission of
Proposals. Except as specifically provided in this RFP, no supplementary material
will be entertained by the Authority, and that evaluation will be carried out only
on the basis of Documents submitted online by the closing time of PDD as
specified in Clause 2.17.1. Applicants will ordinarily not be asked to provide
additional material information or documents subsequent to the date of
submission, and unsolicited material if submitted will be summarily rejected.
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2.14 Technical Proposal
2.14.1 Applicants shall submit the digitally signed technical proposal online at
www.mpeproc.gov.in in the formats at Appendix-I (the “Technical Proposal”) and
shall also submit the proposal in physical form at the address mentioned in clause
1.11.1 in original on or before the date and time mentioned in clause 1.8.
2.14.2 While submitting the Technical Proposal, the Applicant shall, in particular, ensure
that:
(a) The Bid Security is provided as per the provisions laid down at clause 2.20;
(b) all forms are submitted in the prescribed formats and signed by the prescribed
signatories;
(c) power of attorney, if applicable, is executed as per Applicable Laws;
(d) CVs of all Key Personnel and non key-expert have been included;
(e) Key Personnel have been proposed only if they meet the Conditions of Eligibility
laid down at Clause 2.2.2 (E) of the RFP;
(f) no alternative proposal for any Key Personnel is being made and only one CV for
each position has been furnished;
(g) The CVs have been countersigned by the Applicant. Photocopy or unsigned /
countersigned CVs shall be rejected;
(h) Key Personnel proposed have good working knowledge of English and Hindi
language;
(i) Key Personnel would be available for the period indicated in the TOR;
(j) no Key Personnel should have attained the age of 70 years at the time of submitting
the proposal; and
(k) the proposal is responsive in terms of Clause 2.21.3.
2.14.3 Failure to comply with the requirements spelt out in this Clause 2.14 shall make
the Proposal liable to be rejected.
2.14.4 If an individual Key Personnel makes a false averment regarding his qualification,
experience or other particulars, he shall be liable to be debarred for any future
assignment of the Authority for a period of 3 (three) years. The award of this
Consultancy to the Applicant may also be liable to cancellation in such an event.
2.14.5 The Technical Proposal shall not include any financial information relating to the
Financial Proposal.
2.14.6 The proposed team shall include experts and specialists (the “Professional
Personnel”) in their respective areas of expertise such that the Consultant should
be able to complete the Consultancy within the specified time schedule. The Key
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Personnel specified in Clause 2.1.4 shall be included in the proposed team of

Professional Personnel. The team shall comprise other competent and experienced
professional personnel in the relevant areas of expertise (where applicable) as
required for successful completion of this Consultancy. The CV of each such
professional personnel, if any, should also be submitted in the format at Form-11of
Appendix-I.
2.14.7 An Applicant may, from time to time, if it considers necessary, propose suitable
Sub-Consultants in specific areas of expertise (where applicable). Credentials of
such Sub-Consultants should be submitted by the Applicant in Form-12 of
Appendix-I. A Sub-Consultant, however, shall not be a substitute for any Key
Personnel.
2.14.8 The Authority reserves the right to verify all statements, information and
documents, submitted by the Applicant in response to the RFP. Any such
verification or the lack of such verification by the Authority to undertake such
verification shall not relieve the Applicant of its obligations or liabilities hereunder
nor will it affect any rights of the Authority hereunder.
2.14.9 In case it is found during the evaluation or at any time before signing of the
Agreement or after its execution and during the period of subsistence thereof, that
one or more of the eligibility conditions have not been met by the Applicant or the
Applicant has made material misrepresentation or has given any materially
incorrect or false information, the Applicant shall be disqualified forthwith if not
yet appointed as the Consultant either by issue of the LOA or entering into of the
Agreement, and if the Selected Applicant has already been issued the LOA or has
entered into the Agreement, as the case may be, the same shall, notwithstanding
anything to the contrary contained therein or in this RFP, be liable to be terminated,
by a communication in writing by the Authority without the Authority being liable
in any manner whatsoever to the Selected Applicant or Consultant, as the case may
be.
In such an event, the Authority shall forfeit and appropriate the Performance
Security, if available, as mutually agreed pre-estimated compensation and
damages payable to the Authority for, inter alia, time, cost and effort of the
Authority, without prejudice to any other right or remedy that may be available to
the Authority.
2.15 Financial Proposal
2.15.1 The Financial Proposal shall be submitted online only and digitally signed. In the
event of any difference between figures and words, the amount indicated in words
shall prevail. In the event of a difference between the arithmetic total and the total
shown in the Financial Proposal, the lower of the two shall prevail.
2.15.2 While submitting the Financial Proposal, the Applicant shall ensure the following:
(i) All the costs associated with the assignment shall be included in the Financial
Proposal. These shall normally cover remuneration for all the Personnel
(Expatriate and Resident, in the field, office etc), accommodation, air fare,
equipment, printing of documents, etc. The total amount indicated in the Financial
25
Proposal shall be without any condition attached or subject to any assumption,
and shall be final and binding. In case any assumption or condition is indicated
in the Financial Proposal, it shall be considered non-responsive and liable to be
rejected.
(ii) The Financial Proposal shall take into account all expenses and tax liabilities. For
the avoidance of doubt, it is clarified that all taxes, except service tax and cess,
shall be deemed to be included in the costs shown under different items of the
Financial Proposal. Further, all payments shall be subject to deduction of taxes at
source as per Applicable Laws.
(iii) Costs (including break down of costs) shall be expressed in INR.
2.16 Submission of Proposal
2.16.1 The Applicants shall submit the Technical Proposal online as well as in physical
form as per date and time mentioned in Clause 1.8. However, the Financial
Proposal shall be submitted online only as mentioned in clause 2.15.1. The
applicants shall submit the Technical Proposal in hardbound or spiral bound form
with all pages numbered serially and by giving an index of submissions. Each page
of the submission shall be initialled by the Authorised Representative of the
Applicant as per the terms of this RFP. In case the Proposals are submitted online
and the Applicants are unable to submit the hard copy on or before the date and
time mentioned in Clause 1.8 then the Bids shall be liable for rejection. Only those
physically submitted documents regarding Technical Proposals will be acceptable
and considered, if, same are uploaded in the website along with the Financial
Proposal.
2.16.2 The Proposal will be sealed in an outer envelope which will bear the address of
the Authority, RFP Notice number, Consultancy name as indicated at Clause
1.11.1 and 1.11.3 and the name and address of the Applicant. It shall bear on top,
the following:
“Do not open, except in presence of the Authorised Person of the Authority”
If the envelope is not sealed and marked as instructed above, the Authority
assumes no responsibility for the misplacement or premature opening of the
contents of the Proposal submitted and consequent losses, if any, suffered by the
Applicant.
2.16.3 Hard Copy Submission: The original copy of the ‘Technical Proposal’ shall be
placed in a sealed envelope clearly marked ‘Technical Proposal’. The envelope
marked ‘Technical Proposal’ shall contain the Application in the prescribed format
(Form 1 of Appendix-I) along with Forms 2 to 12 of Appendix-I and supporting
documents along with Bid Security as mentioned in Clause 2.20.1.
Online Submission: Digitally Signed scanned copy of “Technical Proposal” shall
be uploaded in the prescribed format (Form 1 of Appendix-I) along with Forms 2
to 12 of Appendix-I and supporting documents along with Bid Security as
mentioned in Clause 2.20.1. The ‘Financial Proposal’ shall be digitally signed and
submitted online only.
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2.16.4 The Technical Proposal shall be typed or written in indelible ink and signed by the
Authorised Representative of the Applicant. All pages of the original Technical
Proposal must be numbered and initialled by the person or persons or Authorised
Signatory signing the Proposal.
2.16.5 The completed Proposal must be submitted online on or before the specified time
on PDD. Proposals submitted by fax, telex, telegram or e-mail shall not be
entertained. Technical Proposal shall be submitted in Physical form in original and
the scanned copy in PDF shall be uploaded on the www.mpeproc.gov.in duly
digitally signed. The financial Proposal shall be submitted online only and shall
be signed digitally.
2.16.6 The Proposal shall be made in the Forms specified in this RFP. Any attachment to
such Forms must be provided on separate sheets of paper and only information
that is directly relevant should be provided. This may include photocopies of the
relevant pages of printed documents. No separate documents like printed annual
statements, firm profiles, copy of contracts etc. will be entertained.
2.16.7 The rates quoted shall be firm throughout the period of performance of the
assignment up to and including discharge of all obligations of the Consultant under
the Agreement.
2.17 Proposal Due Date

2.17.1 Proposal should be submitted on or before the Proposal Due Date specified in
Clause 1.8 at the address provided in Clause 1.11.1 in the manner and form as
detailed in this RFP. A receipt thereof should be obtained from the person specified
therein.
2.17.2 The Authority may, in its sole discretion, extend the PDD by issuing an Addendum
in accordance with Clause 2.11 uniformly for all Applicants.
2.18 Late Proposals
Proposals received by the Authority after the specified time on Proposal Due Date
shall not be eligible for consideration and shall be summarily rejected.
2.19 Modification/ substitution/ withdrawal of Proposals
2.19.1 The Applicant may withdraw its Proposal after it has been submitted by sending a
written Withdrawal Notice, duly signed by an authorised representative, and
including a copy of the authorisation document. The Withdrawal Notice must be:
a) submitted in accordance with Clause 2.16 and the respective envelopes shall be
clearly marked ‘WITHDRAWAL’; and
b) received by the Authority prior to the deadline prescribed by the Authority for
submission of Proposals.
2.19.2 Proposals that are withdrawn in accordance with Clause 2.19.1 shall be returned
unopened to the Consultant.
2.19.3 No Proposal shall be withdrawn in the interval between the deadline for
submission of Proposals and the expiration of the period of Proposal validity
27
specified in the Data Sheet or any extension thereof, except in the case of a request
by the Authority to extend the Proposal validity.
2.20 Bid Security
2.20.1 The Applicant shall furnish as part of its Proposal, a bid security of Rs. 5,00,000
(Rupees Five lakh) in the form of a Demand Draft/FDR issued by one of the
Nationalised/ Scheduled Banks in India in favour of the Executive Director, Indore
Smart City Development Limited payable at Indore (the “Bid Security”),
returnable not later than 60 (sixty) days from PDD except in case of the two highest
ranked Applicants as required in Clause 2.25.1. The Bid Security of requisite
amount stated can also be made by making online payment on the Authority’s
website. If Bid security has been submitted through Demand draft, the scanned
copy of the Demand Draft to be submitted online; or if bid security has been
submitted by making online payment on the Authority’s web portal, the copy of
the proof of submission of bid security online to be submitted in hard copy.
2.20.2 In the event that the first ranked Applicant commences the assignment as required
in Clause 2.30, the second ranked Applicant, who has been kept in reserve, shall
be returned its Bid Security forthwith, but in no case not later than 120 (one
hundred and twenty) days from PDD. The Selected Applicant’s Bid Security shall
be returned, upon the Applicant signing the Agreement and completing the
Deliverables assigned to it for the first 2 (two) months of the Consultancy in
accordance with the provisions thereof.
2.20.3 Any Bid not accompanied by the Bid Security shall be rejected by the Authority
as non-responsive.
2.20.4 The Authority shall not be liable to pay any interest on the Bid Security and the
same shall be interest free.
2.20.5 The Applicant, by submitting its Application pursuant to this RFP, shall be deemed
to have acknowledged that without prejudice to the Authority’s any other right or
remedy hereunder or in law or otherwise, the Bid Security shall be forfeited and
appropriated by the Authority as the mutually agreed pre-estimated compensation
and damage payable to the Authority for, inter alia, the time, cost and effort of the
Authority in regard to the RFP including the consideration and evaluation of the
Proposal under the following conditions:
(a) If an Applicant engages in any of the Prohibited Practices specified in Section 4

of this RFP;
(b) If an Applicant withdraws its Proposal during the period of its validity as specified
in this RFP and as extended by the Applicant from time to time;
(c) In the case of the Selected Applicant, if the Applicant fails to reconfirm its
commitments during negotiations as required vide Clause 2.25.1;
(d) In the case of a Selected Applicant, if the Applicant fails to sign the Agreement or
commence the assignment as specified in Clauses 2.29 and 2.30 respectively; or
28
(e) If the Applicant is found to have a Conflict of Interest as specified in Clause 2.3.
2.21 Performance Security
2.21.1 The Applicant, by submitting its Application pursuant to this RFP, shall be
deemed to have acknowledged that without prejudice to the Authority’s any other
right or remedy hereunder or in law or otherwise, its Performance Security shall
be forfeited and appropriated by the Authority as the mutually agreed pre-
estimated compensation and damages payable to the Authority for, inter alia, the
time, cost and effort of the Authority in regard to the RFP, including the
consideration and evaluation of the Proposal, under the following conditions:
(a) If an Applicant engages in any of the Prohibited Practices specified in Clause

4.1 of this RFP;
(b) if the Applicant is found to have a Conflict of Interest as specified in Clause

2.3; and
(c) if the Selected Applicant commits a breach of the Agreement.
2.21.2 An amount equal to 5% (five per cent) of the Agreement Value shall be deemed to
be the Performance Security for the purposes of this Clause 2.21, which shall be
furnished at the time of agreement in the for of bank guarantee as per Annex -
7 of the agreement, which may be forfeited and appropriated in accordance with
the provisions hereof.
D. EVALUATION PROCESS
2.22 Evaluation of Proposals
2.22.1 The Authority shall open the Proposals on the PDD as specified in clause 1.8, at
the place specified in Clause 1.11.1 and in the presence of the Applicants who
choose to attend. The envelopes marked “Technical Proposal” shall be opened
first.
2.22.2 Proposals for which a notice of withdrawal has been submitted in accordance with
Clause 2.19 shall not be opened.
2.22.3 Prior to evaluation of Proposals, the Authority will determine whether each
Proposal is responsive to the requirements of the RFP. A Proposal shall be
considered responsive only if:
(a) the Technical Proposal is received in the form specified at Appendix-I;
(b) it is received by the PDD including any extension thereof pursuant to Clause 2.17;
(c) it is signed, sealed, bound together in hard cover or spiral bound and marked as
stipulated in Clauses 2.13 and 2.16;
(d) it is accompanied by the Power of Attorney as specified in Clause 2.2.4;
(e) it contains all the information (complete in all respects) as requested in the RFP;
29
(f) it does not contain any condition or qualification; and
(g) it is not non-responsive in terms hereof.
2.22.4 The Authority reserves the right to reject any Proposal, which is non-responsive,
and no request for alteration, modification, substitution or withdrawal shall be
entertained by the Authority in respect of such Proposals.
2.22.5 The Authority shall subsequently examine and evaluate Proposals in accordance
with the Selection Process specified at Clause 1.6 and the criteria set out in Section
3 of this RFP.
2.22.6 After the technical evaluation, the Authority shall prepare a list of pre-qualified
Applicants in terms of Clause 3.2 for opening of their Financial Proposals. A date,
time and venue will be notified to all Applicants for announcing the result of
evaluation and opening of Financial Proposals. Before opening of the Financial
Proposals, the list of pre-qualified Applicants along with their Technical Scores
will be read out. The opening of Financial Proposals shall be done in presence of
respective representatives of Applicants who choose to be present. The Authority
will not entertain any query or clarification from Applicants who fail to qualify at
any stage of the Selection Process. The financial evaluation and final ranking of
the Proposals shall be carried out in terms of Clauses 3.3 and 3.4.
2.22.7 Applicants are advised that Selection shall be entirely at the discretion of the
Authority. Applicants shall be deemed to have understood and agreed that the
Authority shall not be required to provide any explanation or justification in
respect of any aspect of the Selection Process or Selection.
2.22.8 Any information contained in the Proposal shall not in any way be construed as
binding on the Authority, its agents, successors or assigns, but shall be binding
against the Applicant if the Consultancy is subsequently awarded to it.
2.23 Confidentiality
Information relating to the examination, clarification, evaluation, and
recommendation for the selection of Applicants shall not be disclosed to any
person who is not officially concerned with the process or is not a retained
professional adviser advising the Authority in relation to matters arising out of, or
concerning the Selection Process. The Authority shall treat all information,
submitted as part of the Proposal, in confidence and shall require all those who
have access to such material to treat the same in confidence. The Authority may
not divulge any such information unless it is directed to do so by any statutory
entity that has the power under law to require its disclosure or is to enforce or
assert any right or privilege of the statutory entity and/or the Authority or as may
be required by law or in connection with any legal process.
2.24 Clarifications
2.24.1 To facilitate evaluation of Proposals, the Authority may, at its sole discretion, seek
clarifications from any Applicant regarding its Proposal. Such clarification(s) shall
be provided within the time specified by the Authority for this purpose. Any
30
request for clarification(s) and all clarification(s) in response thereto shall be in

writing.
2.24.2 If an Applicant does not provide clarifications sought under Clause 2.24.1 above
within the specified time, its Proposal shall be liable to be rejected. In case the
Proposal is not rejected, the Authority may proceed to evaluate the Proposal by
construing the particulars requiring clarification to the best of its understanding,
and the Applicant shall be barred from subsequently questioning such
interpretation of the Authority.
E. APPOINTMENT OF CONSULTANT
2.25 Negotiations
2.25.1 The Selected Applicant may, if necessary, be invited for negotiations. The
negotiations shall generally not be for reducing the price of the Proposal, but will
be for re-confirming the obligations of the Consultant under this RFP. Issues such
as deployment of Key Personnel, understanding of the RFP, methodology and
quality of the work plan shall be discussed during negotiations. A Key Personnel
who did not score 60% (Sixty per cent) marks as required under Clause 3.1.2 shall
be replaced by the Applicant with a better candidate to the satisfaction of the
Authority. In case the Selected Applicant fails to reconfirm its commitment, the
Authority reserves the right to designate the next ranked Applicant as the Selected
Applicant and invite it for negotiations.
2.25.2 The Authority will examine the CVs of all other Professional Personnel and those
not found suitable shall be replaced by the Applicant to the satisfaction of the
Authority.
2.25.3 The Authority will examine the credentials of all Sub-Consultants proposed for
this Consultancy and those not found suitable shall be replaced by the Applicant
to the satisfaction of the Authority.
2.26 Substitution of Key Personnel
2.26.1 The Authority will not normally consider any request of the Selected Applicant
for substitution of Key Personnel as the ranking of the Applicant is based on the
evaluation of Key Personnel and any change therein may upset the ranking.
Substitution will, however, be permitted if the Key Personnel is not available for
reasons of any incapacity or due to health or employee leaving the organisation,
subject to equally or better qualified and experienced personnel being provided to
the satisfaction of the Authority.
2.26.2 The Authority expects all the Key Personnel to be available during implementation
of the Agreement. The Authority will not consider substitution of Key Personnel
except for reasons of any incapacity or due to health or employee leaving the
organisation. Such substitution shall be subject to equally or better qualified and
experienced personnel being provided to the satisfaction of the Authority. As a
condition to such substitution, the rate of remuneration shall be same as the
proposed rate of the substituted person. If it seems to the employer that the
personnel is changed without any justified reason and reasons well within control
31
of the applicant a sum equal to maximum 0.25% (Zero point Two five per cent)
of the contract amount shall be deducted from the payments due to the Consultant.
2.27 Indemnity
The Consultant shall, subject to the provisions of the Agreement, indemnify the
Authority, for an amount not exceeding the value of the Agreement, for any direct
loss or damage that is caused due to any deficiency in Services.
2.28 Award of Consultancy

After selection, a Letter of Award (the “LOA”) shall be issued, in duplicate, by
the Authority to the Selected Applicant and the Selected Applicant shall, within 7
(seven) days of the receipt of the LOA, sign and return the duplicate copy of the
LOA in acknowledgement thereof. In the event the duplicate copy of the LOA
duly signed by the Selected Applicant is not received by the stipulated date, the
Authority may, unless it consents to extension of time for submission thereof,
appropriate the Bid Security of such Applicant as mutually agreed genuine pre-
estimated loss and damage suffered by the Authority on account of failure of the
Selected Applicant to acknowledge the LOA, and the next highest ranking
Applicant may be considered.
2.29 Execution of Agreement

After acknowledgement of the LOA as aforesaid by the Selected Applicant, it shall
execute the Agreement along with Performance Security within the period
prescribed in Clause 1.8. The Selected Applicant shall not be entitled to seek any
deviation in the Agreement.
2.30 Commencement of assignment

The Consultant shall commence the Services at the Project site within 14
(fourteen) days of the date of the Agreement or such other date as may be mutually
agreed. If the Consultant fails to either sign the Agreement as specified in Clause
2.29 or commence the assignment as specified herein, the Authority may invite
the second ranked Applicant for negotiations. In such an event, the Bid Security
of the first ranked Applicant shall be forfeited and appropriated in accordance with
the provisions of Clause 2.20.5.
2.31 Proprietary data

Subject to the provisions of Clause 2.23, all documents and other information
provided by the Authority or submitted by an Applicant to the Authority shall
remain or become the property of the Authority. Applicants and the Consultant, as
the case may be, are to treat all information as strictly confidential. The Authority
will not return any Proposal or any information related thereto. All information
collected, analysed, processed or in whatever manner provided by the Consultant
to the Authority in relation to the Consultancy shall be the property of the
Authority.
32
3. CRITERIA FOR EVALUATION
3.1 Evaluation of Technical Proposals
3.1.1 In the first stage, the Technical Proposal will be evaluated on the basis of
Applicant’s experience, its understanding of TOR, proposed methodology and
Work Plan, and the experience of Key Personnel. Only those Applicants whose
Technical Proposals get a score of 60 (sixty) marks or more out of 100 (one
hundred) shall qualify for further consideration, and shall be ranked from highest
to the lowest on the basis of their technical score (ST).
3.1.2 Each Key Personnel must score a minimum of 60% (sixty per cent) marks
except as provided herein. A Proposal shall be rejected if the Team Leader
scores less than 60% (sixty per cent) marks or any two of the remaining Key
Personnel score less than 60% (sixty per cent) marks. In case the Selected
Applicant has one Key Personnel, other than the Team Leader, who scores
less than 60% marks, he would have to be replaced during negotiations, with
a better candidate who, in the opinion of the Authority, would score 60%
(sixty per cent) or above.
3.1.3 The scoring criteria to be used for evaluation shall be as follows.
Item Criteria Marks Criteria

Code
1. Relevant 40 a) Category 1: experience in preparation of master
Experience of the plan or site plan for an area not less than 50 acres-
Applicant 10 marks
1. Minimum eligible assignments: 40% of allocated
marks for one assignment.
2. Additional eligible assignments (upto 3): 20% of
allocated marks for each assignment
b) Category 2: experience in preparation of detailed

project reports for water supply, sewerage,
electricity distribution systems, urban roads, utility
ducts etc- 15 marks
1.Minimum eligible assignments: 40% of allocated
marks for one assignment
2. Additional eligible assignments (upto 3): 20% of
allocated marks for each assignment
b) Category 3: experience in project management

for infrastructure projects- 15 marks
1.Minimum eligible assignments: 40% of allocated
marks for one assignment.
2. Additional eligible assignments under each category
(upto 3): 20% of allocated marks for each assignment.
33
Item Criteria Marks Criteria
Code
2. Proposed 20 Evaluation will be based on the quality of submissions,
methodology and understanding of project requirements and relevance to
work Plan terms of reference
4. Relevant 40 a) Educational Qualification 15%

Experience of the i) Meets minimum qualification 10%
Key Personnel ii) Additional relevant 5%
qualification (only additional post
graduate degree or doctorate)
b) Number of years of experience 15%
i) Meets minimum number of 10%
years of experience
ii) Any additional number of 5%
years of experience maximum
upto 5 years (1% marks for each
year)
c) Experience relevant to 70% (14%)
requirements under terms of for each eligible
reference assignment)
Team Leader and 10
4.1
Urban Planner
Deputy Team 6
4.2 Leader and Project
Manager
4.3 Senior Architect 6
Senior Civil 8
4.4
Engineer
Senior Procurement 6
4.5
Specialist
Senior 4
Infrastructure
4.6
Finance and PPP
Expert
Note:
 In case of JV or consortium in eligible assignment, 100% points will be awarded
if applicant is lead member and 75% will be awarded if applicant is other than
lead member.
 In case of JV or consortium, combined technical experience would be
considered.
 Sub-consultancy will not be considered as eligible experience.
34
3.1.4 Deleted
3.2 Short-listing of Applicants

Of the Applicants ranked as aforesaid, not more than 5 (five) shall be pre-qualified
and short-listed for financial evaluation in the second stage. However, if the
number of such pre-qualified Applicants is less than two, the Authority may, in its
sole discretion, pre-qualify the Applicant(s) whose technical score is less than 60
(sixty) points even if such Applicant(s) do (es) not qualify in terms of Clause 3.1.2;
provided that in such an event, the total number of pre-qualified and short-listed
Applicants shall not exceed two.
3.3 Evaluation of Financial Proposal

3.3.1 In the second stage, the financial evaluation will be carried out as per this Clause
3.3. Each Financial Proposal will be assigned a financial score (SF).
3.3.2 For financial evaluation, the total percentage indicated in the Financial Proposal
in Form 2, Appendix II will be considered.
3.3.3 The Authority will determine whether the Financial Proposals are complete,
unqualified and unconditional. The cost indicated in the Financial Proposal shall
be deemed as final and reflecting the total cost of services. Omissions, if any, in
costing any item shall not entitle the firm to be compensated and the liability to
fulfil its obligations as per the TOR within the total quoted price shall be that of
the Consultant. The lowest Financial Proposal (FM) will be given a financial score
(SF) of 100 points. The financial scores of other Proposals will be computed as
follows:
SF = 100 x FM/F
(F = amount of Financial Proposal)
3.4 Combined and final evaluation

3.4.1 Proposals will finally be ranked according to their combined technical (ST) and
financial (SF) scores as follows:
S = S T x Tw + S F x F w
Where S is the combined score, and Tw and Fw are weights assigned to Technical
Proposal and Financial Proposal, which shall be 0.80 and 0.20 respectively.
3.4.2 The Selected Applicant shall be the first ranked Applicant (having the highest
combined score). The second ranked Applicant shall be kept in reserve and may
be invited for negotiations in case the first ranked Applicant withdraws, or fails to
comply with the requirements specified in Clauses 2.25, 2.29 and 2.30, as the case
may be.
35
4. FRAUD AND CORRUPT PRACTICES
4.1 The Applicants and their respective officers, employees, agents and advisers shall
observe the highest standard of ethics during the Selection Process.
Notwithstanding anything to the contrary contained in this RFP, the Authority
shall reject a Proposal without being liable in any manner whatsoever to the
Applicant, if it determines that the Applicant has, directly or indirectly or through
an agent, engaged in corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice (collectively the “Prohibited
Practices”) in the Selection Process. In such an event, the Authority shall, without
prejudice to its any other rights or remedies, forfeit and appropriate the Bid
Security or Performance Security, as the case may be, as mutually agreed genuine
pre-estimated compensation and damages payable to the Authority for, inter alia,
time, cost and effort of the Authority, in regard to the RFP, including consideration
and evaluation of such Applicant’s Proposal.
4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and
the rights and remedies which the Authority may have under the LOA or the
Agreement, if an Applicant or Consultant, as the case may be, is found by the
Authority to have directly or indirectly or through an agent, engaged or indulged
in any corrupt practice, fraudulent practice, coercive practice, undesirable practice
or restrictive practice during the Selection Process, or after the issue of the LOA
or the execution of the Agreement, such Applicant or Consultant shall not be
eligible to participate in any tender or RFP issued by the Authority during a period
of 2 (two) years from the date such Applicant or Consultant, as the case may be,
is found by the Authority to have directly or through an agent, engaged or indulged
in any corrupt practice, fraudulent practice, coercive practice, undesirable practice
or restrictive practice, as the case may be.
4. 3 For the purposes of this Section, the following terms shall have the meaning
hereinafter respectively assigned to them:
(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the action of any
person connected with the Selection Process (for avoidance of doubt,
offering of employment to or employing or engaging in any manner
whatsoever, directly or indirectly, any official of the Authority who is or has
been associated in any manner, directly or indirectly with the Selection
Process or the LOA or has dealt with matters concerning the Agreement or
arising therefrom, before or after the execution thereof, at any time prior to
the expiry of one year from the date such official resigns or retires from or
otherwise ceases to be in the service of the Authority, shall be deemed to
constitute influencing the actions of a person connected with the Selection
Process); or (ii) save as provided herein, engaging in any manner
whatsoever, whether during the Selection Process or after the issue of the
LOA or after the execution of the Agreement, as the case may be, any person
in respect of any matter relating to the Project or the LOA or the Agreement,
who at any time has been or is a legal, financial or technical consultant/
adviser of the Authority in relation to any matter concerning the Project;
36
(b) “fraudulent practice” means a misrepresentation or omission of facts or

disclosure of incomplete facts, in order to influence the Selection Process;
(c) “coercive practice” means impairing or harming or threatening to impair or

harm, directly or indirectly, any persons or property to influence any
person’s participation or action in the Selection Process;
(d) “undesirable practice” means (i) establishing contact with any person
connected with or employed or engaged by the Authority with the objective
of canvassing, lobbying or in any manner influencing or attempting to
influence the Selection Process; or (ii) having a Conflict of Interest; and
(e) “restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among Applicants with the objective of
restricting or manipulating a full and fair competition in the Selection
Process.
37
5. PRE-PROPOSAL CONFERENCE
5.1 Pre-Proposal Conference of the Applicants shall be convened at the designated

date, time and place. Only those Applicants, who have purchased the RFP
document or downloaded the same from the Official Website of the Authority,
shall be allowed to participate in the Pre-Proposal Conference. A maximum of two
representatives of each Applicant shall be allowed to participate on production of
an authority letter from the Applicant.
5.2 During the course of Pre-Proposal Conference, the Applicants will be free to seek
clarifications and make suggestions for consideration of the Authority. The
Authority shall endeavour to provide clarifications and such further information
as it may, in its sole discretion, consider appropriate for facilitating a fair,
transparent and competitive Selection Process.
38
6. MISCELLANEOUS
6.1 The Selection Process shall be governed by, and construed in accordance with, the
laws of India and the Courts in the State in which the Authority has its headquarters
shall have exclusive jurisdiction over all disputes arising under, pursuant to and/or
in connection with the Selection Process.
6.2 The Authority, in its sole discretion and without incurring any obligation or
liability, reserves the right, at any time, to:
(a) suspend and/or cancel the Selection Process and/or amend and/or
supplement the Selection Process or modify the dates or other terms and
conditions relating thereto;
(b) consult with any Applicant in order to receive clarification or further

information;
(c) retain any information and/or evidence submitted to the Authority by, on
behalf of and/or in relation to any Applicant; and/or
(d) independently verify, disqualify, reject and/or accept any and all submissions
or other information and/or evidence submitted by or on behalf of any
Applicant.
6.3 It shall be deemed that by submitting the Proposal, the Applicant agrees and
releases the Authority, its employees, agents and advisers, irrevocably,
unconditionally, fully and finally from any and all liability for claims, losses,
damages, costs, expenses or liabilities in any way related to or arising from the
exercise of any rights and/or performance of any obligations hereunder, pursuant
hereto and/or in connection herewith and waives any and all rights and/or claims
it may have in this respect, whether actual or contingent, whether present or future.
6.4 All documents and other information supplied by the Authority or submitted by
an Applicant shall remain or become, as the case may be, the property of the
Authority. The Authority will not return any submissions made hereunder.
Applicants are required to treat all such documents and information as strictly
confidential.
6.5 The Authority reserves the right to make inquiries with any of the clients listed by
the Applicants in their previous experience record.
39
SCHEDULES
40
Schedule-1: Terms of Reference
SCHEDULE–1
(See Clause 1.1.3)
Appointment of Project Development and Management

Consultant for Area Based Development Project for
Terms of Reference (TOR)
for
TECHNICAL CONSULTANT
41
Terms of Reference (TOR)
1. Background
Indore Smart City Proposal (SCP) has been selected, to implement the Area-
Based Development (ABD) and Pan-city proposals, by the Government of India
(GoI) under Smart City Mission (SCM), wherein 98 cities in India competed for
first 20 positions. The Indore ABD proposal spreads across a contiguous land
parcel, comprising of a total area of 742 acres, having a population of 1.2 Lakhs
which is almost 5.5% of the total population of Indore city. The 742 acres,
earmarked area is proposed to be retrofitted with smart features/infrastructure
wherein out of total proposed area, 164 acres of land will be redeveloped with
smart features/infrastructure in accordance with SCP and SCM guidelines.
The project cost of all the projects as per the SCP to be taken up for
implementation is estimated as Rs. 5099.60 Crore, that includes
redevelopment of 164 acre area on PPP basis costing approximately Rs.
2991.0 Crore, for which ISCDL appointed consultancy firm M/s Eptisa
Servicios De Ingenieria S.L., as a technical and administrative support unit.
Similarly, Consultant has been appointed for water supply, sewerage,
water recycling & reuse for the ABD area under AMRUT scheme and
consultants are also being appointed for pan-city ICT solutions and
Housing for All. The consultant appointed for ABD shall coordinate with
appointed consultants to insure seamless coordination in planning and
implementation of the projects. The project cost of ABD component for
purpose of this assignment is considered as Rs. 1500.00 Crore under per
Indore Smart City Proposal. This is only a preliminary estimate. The
selected ABD consultant will need to prepare DPRs and detailed cost
estimates.
For the purpose of implementing the Smart Cities project, Indore Smart City
Development Limited (ISCDL) (the “Authority”), a Special Purpose Vehicle
(SPV) for Indore Smart City Project has been incorporated as a public limited
company, under the Indian Companies Act, 2013. District Collector is Chairman
and Municipal Commissioner is Executive Director of the Company. ISCDL
has received funds from Government of India and Government of Madhya
Pradesh (GoMP) for the development of Indore as smart city. ISCDL intends to
apply part of this fund for the said consultancy services. Pursuant to above,
ISCDL is inviting the eligible global consulting entity, to provide consultancy
services for preparation of Area Based Development Master Plan/ detailed
layout plan for earmarked area, preparation of detailed project reports for
various packages and project management consultancy support.
2. Objective(s) of the Assignment
The objective of this assignment is to provide consultancy services to support Client

in planning, designing, managing, implementing and monitoring Area Based
Development Project under the Indore Smart City Proposal.
42
3. Scope of Services
The overall scope of work for the appointed consultant shall include but not limited
to following:
3.1 Phase 1: Project Development Phase
The project development phase would include but not limited to baseline mapping,
existing situation assessment, market assessment, project identification, project cost
estimation, project prioritization and phasing, identifying and packaging projects,
preparing capital investment plan, implementation roadmap, conducting feasibility
study, preparing detailed project reports and tender documents and providing entire
bid process management support in selection of implementing agencies.
3.1.1 Inception Stage

The Consultant shall mobilize the entire project team and have a kick-off meeting
with the Client and Client representatives to understand expectations from the
project. During the kick-off meeting, the Consultant shall present and discuss
approach, methodology, key activities, outputs, deliverables, timelines, project
team and consultants profile and personnel deployment schedule to meet the
requirements stated under the terms of reference with the Client. The Consultant
shall also discuss the data to be collected from various sources, surveys to be
undertaken, analysis to be undertaken, key stakeholders to be consulted, way
forward and support required from the Client. The Consultant shall review the
Smart City Proposal and identify the projects for which pre-feasibility study/
Detailed Project reports are to be prepared. The Consultant shall also finalise the
timelines in discussion with the Authority and shall adhere to follow the timelines.
The Consultant shall review the Smart City Proposal and identify schematic high
level components, and sub-components. Based on the review, the Consultant shall
identify potential fast track projects that can be taken up early for implementation.
The Consultant shall discuss the potential fast track projects with Client. The project
development and implementation activities for such identified fast track projects
shall start at inception phase and run in parallel with other activities. It is expected
that Consultant shall carry out feasibility study, prepare detailed project reports
(DPRs), prepare tender documents and provide necessary support during tendering
process for a fast track project.
Based on Client feedback, the Consultant shall revise above and incorporate Client
suggestions and submit an inception report.
OUTPUT 1: Inception Report
The Inception Report shall include project background, project overview, project scope,
project organizations, project structure and roles, project deliverables, project
development and implementation timelines, project team and consultant profile and
personnel deployment schedule, minutes of kick-off meeting, data requirements,
identification of relevant stakeholders, surveys to be conducted and its schedule, project
governance structure, reporting structure, way forward and support required from the
client, change management structure, quality assurance plan, risk management plan
etc..
43
3.1.2 Planning Stage
a) Base map preparation
The Consultant shall prepare a geo-referenced base-map for the study area at a scale
suitable for local area planning and utilities planning based on industry standards. It
shall include but not limited to, geo-referencing of available satellite image and
earmarking of study area boundary, detailed physical and topographical surveys, land
use surveys and building use surveys, plotting of available secondary information for
the study area.
Base layer of satellite image: A high resolution satellite image shall be provided to the
Consultant by ISCDL.
Topographic survey: The Consultant shall carry out a detailed topographic survey of
the study area using total station. The survey shall capture all the physical and
topographical features visible on or above surface including but not limited to buildings,
permanent structures and temporary structures, number of building floors, building
footprints, plot boundaries, vacant lands, roads, streets, trees, manholes, bore wells,
water supply valves, sewage pumping station, water pumping station, public buildings,
open spaces, gardens, culverts, light poles, electric poles, sub-stations, footpath,
medians, fences, compound walls, bus stands, metro stations, Parking lots water bodies,
drains, canals, rivers, etc. The Consultant shall also map spot levels at regular intervals
covering the entire site and its surroundings areas to generate contours with 0.5 meter
interval. The Consultant shall define the unique IDs for each point, line and polygon
feature in a systematic manner.
Engineering surveys: Consultant shall carry out all the required engineering surveys
and investigations (total station survey, 3d-mapping, geotechnical investigation, soil
survey, construction material survey, ground water investigation i.e. hydro-geological
investigations, identification of underground utilities and their mapping using GPR or
similar instrument, etc.) including sufficient off-site information to allow relationship
with possibly useable off-site infrastructure to be established.
b) Baseline study
The Consultant shall review the Smart City Proposal in detail and study the area based
development proposals in terms of proposed modules, components and sub-
components, technical specifications, block cost estimates and implementation
schedules. The Consultant shall review and analyse all relevant existing and proposed
plans, including existing Indore development plan, city development plan, zonal plan,
local area plans, development control regulations (DCRs), environmental regulations
etc. influencing the Study Area and analyse the provision and restrictions that may
influence the development in the study area and can affect the preparation of retrofit-
redevelopment ABD Master Plan. The consultant shall also study the guidelines of
other Central and State Government Programmes and Schemes and detailed project
reports of the infrastructure and services improvements of the project area and its
immediate surroundings, for e.g., Housing for All Plan of Action (HFAPoA), AMRUT
Service Level Improvement Plans (SLIPs), Integrated Power Development Scheme
(IPDS) DPRs, Digital India DPRs etc. for convergence.
44
Further, the Consultant shall collect data, reports, maps etc. from various primary and
secondary sources and establish a base line for infrastructure and services required to
support the proposed solutions. This would include but not limited to primary and
secondary data collection from Indore Municipal Corporation and other government
agencies like town and country planning, development authority, housing board, district
administration, industries department, urban development department, etc., interviews
of key stakeholders, field investigations and physical surveys. The data may include
information related to physical infrastructure and utilities (existing and proposed)
within the study area including but not limited to water supply, sewerage, storm water,
solid waste management, electricity supply, street lights, roads, traffic & transportation,
fire-fighting etc. The Consultant shall analyse the data and assess the existing condition
and capacity of infrastructure and services available to support proposed solutions. The
base line may be established along technical, financial and human resource aspects
amongst others. The base line shall also be benchmarked with Indian and International
industry standards.
Note:
1) IMC has already appointed consultants for preparation of DPRs for water
supply, sewerage, water recycling and reuse under AMRUT. The Consultant
shall coordinate with appointed consultant to ensure seamless coordination in
planning and implementation of the projects.
c) Infrastructure Gap Assessment
The Consultant shall project the demand and assess current and future infrastructure
requirements with a time horizon of 5-10 years considering population projections. The
infrastructure requirements shall be compared to current level of infrastructure and
services and relevant benchmarks and accordingly, infrastructure gap shall be assessed.
d) Physical Planning
Based on review of SCP, the consultants shall formulate development strategy,

planning principles and guidelines to develop overarching framework for preparation
of retrofit-redevelopment plan. The plan shall include all components and sub-
components in accordance with SCP and SCM guidelines. The overarching principles
is to achieve retrofitting or re-development of land; conservation of buildings, physical
features; providing improvements in the physical layout, making infrastructure and
amenities available and managing the area to enhance health and safety of the occupants
to support economic development as well as to enhance the quality of living,
environment, and preparation of area specific regulatory parameters for the area
covered. Based on above, the Consultant shall prepare existing and proposed land use
breakup, proposed density, etc. Further, the Consultant shall prepare alternate planning
interventions. The Consultant shall evaluate each of the alternate plans and discuss with
Client to finalize the retrofit-redevelopment plan.
The retrofit-redevelopment plan shall clearly identify various zones in the area based
on the character, uses and activities envisioned in each zone. It shall also identify overall
framework of existing and proposed street network, pedestrian and bicycle network,
green space network, physical and social infrastructure, etc. The retrofit-redevelopment
45
plan shall also provide clear concept level understanding of viable smart strategies
related to water supply, waste water management, solid waste management, power and
energy conservation, rain water harvesting, etc.
The retrofit-redevelopment plans shall be prepared to comply with the Government

Policies (such as State urban housing, hi-tech township, rainwater harvesting, energy,
disaster management, industrial and service sector investment, barrier-free environment
for physically disabled, information technology, tourism & other policies).
Based on retrofit-redevelopment plan, the Consultant shall prepare a detailed layout

ABD master plan including following but not limited to:
Detailed Layout Plan : The consultant shall prepare a detailed layout plan of whole
ABD area by which there would be clear identification of plots for residential,
commercial, mixed use , heritage area, parking, river front development areas and other
related developments along with permissible FSI and ground coverage. This layout plan
will be the Master Plan of the area. It shall be compatible with local development
control regulations.
Transport network plan: The Consultant shall develop a comprehensive network of

‘complete streets’ that would create a well-connected, walkable development within the
area, and enhance connectivity with the city. Proposals for improving public transport
connectivity and encouraging use of other NMT modes such as bicycles shall also be
included in the plan. Detailed Infrastructure Plans for all components identified in the
SCP, including water, electricity, waste collection, storm-water, sewerage network,
high-speed communication, ICT Infrastructure, ITS network etc. shall be integrated
with transport network.
Utilities and facilities plan: Based on infrastructure gap assessment, the Consultant
shall include detailed proposals for spatial distribution, location of utilities, proposed
technology and carrying capacity for various networks such as water supply, sewerage,
storm-water drainage, solid waste management, electricity, telecommunication, etc.
The master plan shall also detail out smart strategies related to water supply, waste
water management, solid waste management, power and energy conservation, rain
water harvesting, etc.
Landscape plan: The Consultant shall prepare a landscape plan including details
related to tree plantation, softscape and hardscape elements, lighting, street furniture,
signage, etc.
Urban form and built form: The detailed layout plan shall identify the overall urban
form based reflecting the scale, character and urban environment envisioned for various
zones and areas of the plan.
Development control regulations and urban design guidelines: In order to

implement the desired urban character and urban form identified in the master plan, the
Consultants shall prepare a set of clear, unambiguous development regulations for each
zone. The DCRs shall clearly identify permissible uses, densities, FSI, permissible
building height, setbacks, etc. for various zones.
46
The Consultant shall present detailed layout plan in 2d, 3d and walkthrough video
formats to be used for marketing of the ABD project.
e) Project Identification and Project Cost Estimation
Based on detailed ABD master plan, the Consultant shall identify the projects to meet
the desired levels of benchmarks. The proposed projects shall be well integrated with
the fast track project. The consultant shall undertake options analysis while identifying
the projects such that various technology options are assessed for every sub-sector and
most optimal technology is suggested keeping in perspective project lifecycle costs and
benefits. The consultant shall also review international case studies and bring in
relevant learnings in project context for identification of projects. Further, based on
refined area based development proposal, the Consultant shall prepare block cost
estimates for each identified project.
f) Infrastructure and Investment Plan
The Consultant shall prepare an infrastructure development plan along with timeline
for project development and implementation, preferably using a log frame approach.
Based on project timelines, the block cost estimate of all projects shall be clubbed
together and quarter wise project expenditure cum investment requirement shall be
estimated.
The Consultant shall prioritize the projects and develop an investment outlay for various
projects considering interdependencies of various projects and stages in which funding
may become available. The consultant shall also develop a resource mobilization plan
by studying the financing available through various sources and suggest ways to
leverage them through mechanisms such as development charges, chargeable FSI,
monetisation of land etc. depending on their applicability and suitability to various
projects.
OUTPUT 2 & 3: Detailed Base Map &ABD Master Plan
3.1.3 Design Stage
a) Feasibility Study(ies)
For each project identified under the ABD Master Plan, the Consultant shall carry out
a techno-economic feasibility study. The feasibility study shall focus on developing an
optimal project structure which is amenable to investment.
The Consultant shall assess the scalability and load requirements based on current
demand and future projections, study similar projects implemented elsewhere, study
various technology options, carry out cost benefit analysis of each option over project
lifecycle and develop concept plan and preliminary design based on most optimal
project structure with respect to economic, environmental, social and technical aspects.
The design shall meet all infrastructure requirements as per ABD master plan. Above
47
project structure shall be based on comparative analysis of various options considering
lifetime costs. Sub-criteria may include life of technology, cost of replacement, capital
and operations and maintenance costs, modularity, replicability, ease of installation and
up gradation etc. The Consultant shall carryout a market survey for the identification of
the prospective implementing agencies and suppliers of recommended equipment.
The Consultant shall develop a business model for the proposed project structure
including but not limited to identifying lifetime project costs including capital &
operational and maintenance costs, practically possible revenue streams (tariff, energy
savings, cess, subscription fee, advertisement fee etc.) and financial viability over
project lifecycle. The Consultant shall clearly highlight whether the project is amenable
to public private partnership (PPP) model.
OUTPUT 4: Feasibility Study(ies)
The indicative contents of feasibility report may include project area description, need
for the project, benefits of the project, demand assessment, market assessment, options
analysis, concept plan, preliminary design and project cost estimates, financial
feasibility, institutional capacity, impact assessment, risk management framework, and
recommendations.
3.1.4 Project Packaging and Implementation Structuring
Based on the feasibility study of various projects and their amenability to PPPs, the
Consultant shall develop packages for implementation. The packages shall be
determined based on its interlinkages of the projects and each package may contain
one or more projects. While formulating packages, it shall be assessed whether
several inter-linked projects could be clubbed together in a single package and
merits and de-merits of such packaging. Each package shall be a structured in such
a manner that a single and unified tender document could be prepared for that
particular package covering all projects and components in the respective package.
The packaging options along with justifications shall be discussed with the Client.
Accordingly, Consultant shall develop the final packages for implementation based
on Client requirements and suggestions.
For each package, the Consultant shall determine the implementation structure,
whether to be implemented on PPP mode or engineering, procurement and
construction (EPC) mode. The implementation structure shall be proposed after
considering various options, their merits and de-merits and based on discussion with
Client. Further, the Consultant shall detail out the implementation model such as
BOOT, BOO, DBO, DBFOT, turn-key contracts etc. While developing
implementation structure, the Consultant shall clearly define the roles and
responsibility of each stakeholder in implementation of package, bidding process to
be adopted and bidding parameters.
3.1.5 Implementation Road Map
The Consultant shall prepare an implementation road map clearly indicating the
activities, resources and timelines for implementation of each package. It shall
48
clearly identify the key actions and decisions to be taken by the Client at various
points of time. The activity timeline shall be presented in form of Gantt chart
prepared using techniques like program evaluation and review technique (PERT),
critical path method (CPM) etc. The Consultant shall identify key indicators and
develop formats for monitoring of the packages. The timelines for roadmap may
broadly include stages such as project development, procurement, design,
installation, operations and maintenance for each package.

OUTPUT 5: Implementation Roadmap
The indicative contents of Implementation Roadmap may include Activities and sub-
activities, Start and End Dates, resources for implementation of each package,
dependencies on any activities or sub-activities, pre-requisites, if any etc.
3.1.6 Detailed Project Report(s)
Based on implementation structure, the Consultant shall prepare detailed project reports
for the relevant packages. DPR may broadly include following contents:
Existing situation analysis: The Consultant shall collect primary and secondary data,
carryout field investigations, and surveys for existing situation assessment. The
consultant shall also study the existing and proposed DPR applicable to area. The
consultant shall undertake demand projections to assess current and future
requirements. The consultant shall also highlight if there is any need for any policy level
changes for the proposed project to be implemented.
Detailed design: The design activities for the proposed project shall include detailed
engineering analysis, architectural designs, engineering drawings, works
specifications, bills of quantities, and cost estimates (engineer’s cost) based on schedule
of rates (SOR) followed by State Government and/or market rate analysis. The
consultant shall also identify risk factors impacting implementation of the projects.
Cost estimates: The consultant shall prepare the cost estimate of the project with
recurring and non-recurring expense for entire project lifecycle. The consultant shall
develop financial models and carryout cost benefit analysis. To ensure sustainability,
the consultant shall also identify sources of funding. The Consultant shall conduct a
detailed assessment of the ongoing and proposed initiatives/schemes/ projects for each
component to determine the availability of funds for creation of new infrastructure/
facilities which can be converged and outlaid with already existing schemes.
Phasing: The consultant shall prepare phasing plan for implementation of the project.
The phasing may be based on technical, geographical, financial, functions parameters
amongst others.
Statutory clearances: The Consultant shall undertake the social and environmental
impact assessment of the projects. The Consultant shall assess utility shifting
requirements and its costs, identify all statutory clearances and approvals required. The
Consultant shall assist provide technical and administrative support to the Client in
obtaining all such clearances. The consultants shall also prepare initial environmental
49
impact examination (IEE) as may be required and prepare Environmental Management
Plan (EMP) and mitigation measures. The consultants shall also prepare and implement
resettlement plans, where required, based on the applicable laws and regulations.
Note: The Consultant shall also coordinate with ICT consultants and ICT solutions
implementing agencies. The PDMC support for physical infrastructure works related to
ICT components shall be provided by the appointed consultant.
OUTPUT 6: Detailed Project Reports
Each detailed project report may include project overview, existing situation analysis,
project cost, sources of funding, implementation model, service levels, infrastructure
requirements, options analysis, statutory clearances, risk management, and workplan.
3.1.7 Procurement Stage
a) Preparation of Project Information Memorandum (PIM)/Project Concept

Note (PCN)
Packaging of each project/sub-project to prepare “Terms of Reference” for each
identified projects. For each identified project, the Consultant will prepare a concept
note that will provide with project brief, background, objectives, input required, output
desired, activities schedules, benefits and impacts, project monitoring and evaluation
plan and estimated budget with broad component wise details.
b) Preparation of Bid Documents
The Consultants shall prepare the bid documents for selection of implementing agency
for each package. The bid documents shall include but not limited to project objectives,
scope of work and deliverables, timelines, contractual terms and conditions, payment
terms and service levels. The tender documents shall include but not limited to
expression of interest, request for qualification, request for proposal, notice inviting
tender, corrigendum, addendum, contract, service level agreement (SLA) etc. The
Consultants shall also be responsible for developing standard templates for tender
documents for all projects.
c) Selection of Implementing Agencies
The Consultant shall support the Client in managing the entire bid processes. This
would include but not limited to advertising notices and tender documents, technical
support for pre-bid meetings, drafting responses to pre-bid queries, appropriate
modifications in tender documents, feasibility studies and detailed project reports, bid
evaluation, preparation of bid evaluation reports, issuance of letter of award,
negotiations and contract execution etc.
OUTPUT 7: Tender Documents for Selection of Implementing Agency
The tender documents would include PIM/PCN, NIT, EOI, RFQ, RFP, Concession
Agreement, Service Level Agreements, and Contracts etc.
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3.2 Phase 2: Implementation and Monitoring Phase
3.2.1 Project Management Planning Stage
The Consultants shall provide project management support to the Client for all
implementation packages. In early stages of project management, the Consultant shall
update and refine the implementation roadmap clearly indicating milestones, schedules,
cost estimates and resource requirements and develop a project management plan. The
project management plan shall set up the controls and mechanisms for monitoring the
project progress and include templates and formats for project reporting and
monitoring.
3.2.2 Project Monitoring and Control Stage
Based on discussion with Client and project requirements, the Consultant shall procure
and install an open standard project management application software with capability
to track and monitor project activities. The application shall allow various levels of
users to input the project information and extract MIS reports with different level of
authorization from remote locations using a secure network. The users would include
the Client, Consultants and Contractors. The costs of the application software shall be
borne by the Client and original licenses shall be issued in name of the Client. The
Consultant shall regularly update and review the project activities using the application.
The Consultant shall be responsible for overall all quality assurance and review and
validation of the project outputs and deliverables submitted by the implementing
agencies, independent engineers and supervision and quality control consultants. The
consultant will update Investment and Business plan on quarterly basis and submit and
discuss with authority.
Without limiting the scope, the consultant shall also be responsible for following tasks:
a) Contract administration and Management of the packages during design and

implementation phase.
b) Scrutinize the implementing agency’s detailed work program and guide
implementing agency in preparation of supervision schedule/work plan for each
package
c) Supervise and monitor construction work of each contracted package
d) Scrutinize construction methods proposed by implementing agency including
environmental, safety, personnel and public issues
e) Assess the adequacy of the contractors’ inputs in material, labor and construction
methodology and provide advisory whenever required
f) Formulate a rehabilitation & resettlement framework as per requirement and
monitor implementation of social safeguards & environmental standards, if any.
g) Carry out necessary quality control activities and inform authority if the quality
of works conforms to the specifications and drawings
h) Record the work measurement and assist authority in completing the compliances
required to certify the contractor’s bill and recommend Smart City/SPV on way
forward.
i) Assist the Smart City/SPV in interim and final certification of the bills of
payment;
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j) Furnish the detailed construction drawings as necessary during continuance of the
contract or checking and recommendation of drawings for approval as required;
k) Assist for resolution of all contractual issues including examining the contractor’s
claims for variations/ extensions or additional compensations etc and prepare
recommendations for approval by the Smart City/SPV;
l) Assist during the third party inspection of work carried out by implementation
agency(ies), if necessary, as decided by Smart City/SPV;
m) Assist Smart City/ SPV in obtaining all necessary permissions and complying
with statutory requirements as required prior to construction, such as permissions
from line departments viz. Railway, Road Transport, Highways, Department of
Archaeology, Department of Forests and National Parks etc.
n) Review and issuance for execution of contractors’ design and drawings with
approval of SPV for lump sum turnkey contracts and review the project
documents and give recommendations as required for PPP projects.
o) Review and finalize the “as built” drawings submitted by Contractor.
p) Assist the Smart City/SPV in issue of completion certificates.
q) Inspect the works at appropriate intervals during defect liability period and
certification issue.
r) Prepare on behalf of Smart City/ SPV monthly project progress reports describing
the physical and financial progress of each subproject, highlighting impediments
to the quality and progress of the works and remedial actions, to be submitted to
Smart City/SPV.
s) Develop and implement procedure for timely payments to the implementing
agency (ies) and monitor for compliance.
t) Support Smart City/SPV in overall project management and coordination with
implementing agencies, government agencies, private players, technology service
providers and others.
u) Support Smart City/SPV to meet compliance requirements as and when required,
in documentation and presentation of outputs.
v) Prepare capacity building plan and change management plan.
w) Monitor and maintain issue tracker and keep on updating the status of all risks
and issues on timely basis.
3.2.3 Project Closure Stage
The Consultant shall ensure that completion certificate is obtained by the implementing
agencies after project has been successfully completed. The Consultant shall verify and
certify that the project is implemented as per the detailed project reports, drawings and
approved variations.
The Consultant shall transfer the knowledge and assets to the Client at the end of
contract period. This would include but not limited to handover hardcopy and softcopy
of project data and related documents, master files with brief description of each
document in an indexed manner and project closure report stating project planning and
implementation process, key milestones and achievements, key learnings and
challenges, improvements suggested and way forward.
The Consultants shall submit progress reports on monthly basis to the Client to keep
track of the project activities during the entire implementation phase. The consultant
will also submit a report on Key learnings and lessons learned and a way forward
OUTPUT 8: MONTHLY PROGRESS REPORTS
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4. Deliverables and Payments

Based on Smart City Proposal, ISCDL intends to take up multiple projects under Area
Based Development proposal amounting to Rs 1500.00 Crores (approximately) (may
be more or less during construction). The payment structure is linked to project
development, management, implementation and closure.
The bidder is expected to quote a percentage of total project cost (for ABD) as
professional fee. The quoted percentage will be applicable to all projects under the ABD
proposal.
Consultant shall be paid an amount of Rs. 75.00 Lakhs of following deliverables in
addition to percentage rate quoted by the consultant in the following manner:
S. No. Deliverable / Approval Milestone As % of total Timelines*

1 Inception Report 10% T + 21 Days
2 Detailed Base Map 40% T + 75 Days
3 ABD Master Plan (Draft) 40% T + 120 Days
4 Final ABD Master Plan 10% T + 150 Days
Total 100%
*-including draft submittals, review and final submittals.
Note:
1. With prior consultation with the client, the consultant may take up DPR
preparation works for early-bird projects.
2. With prior consultation with the client, the consultant may undertake some
primary / secondary data collection works as preparatory works for DPR.
3. Priority projects and their scope will be defined in the Master Plan which will
define the duration for DPR preparation. In general, each DPR should be ready
early enough to undertake bid process followed by execution as per the timelines
defined by MoUD.
4. In any case, all DPRs shall be ready in T+650 days.
Total project duration under this consultancy assignment shall be 4 years (48
months).
The payments to the consultant would be made project wise in following manner:
List of deliverables and payments for Consultant
Sl . Deliverables Payments
No
Preparation of Feasibility Study / DPR including surveys &
1 25%
investigations
2 Tender Document Preparation and Bid Process Management 5%
Project Management & allied activity (linked to financial
3 65%
progress of the project)
4 Successful completion of project 5%
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(A) Preparation of Feasibility Study / DPR including surveys & investigations –
25%
Sr. Particulars Percentage to be released
No of total amount
1 On approval of Existing Situation Report 40%
with Primary & Secondary Data Collection,
Survey & Investigations, Data Analysis,
Feasibility Study, Design Options, Plans /
Drawings.
2 On approval of Draft DPR with Plans, 35%
Drawings, BOQ, Cost Estimates etc. AND
providing all necessary documentation for
statutory clearances as applicable
3 On approval of Final DPR 25%

Note: Statutory clearances will be obtained by the client and no payment of the
consultant will be withheld pending such clearances.
(B) Tender Document Preparation and Bid Process Management: 5%

Sr. Particulars Percentage to be
No released of total amount
1 Bid documents 60% (Total)
On submission of bid documents 40%
On approval of bid documents 10%
On publication of NIT of bid documents 10%
2 Technical Bid evaluation report 20 % (Total)
On submission bid evaluation report 10%
On approval of evaluation report 10%
3 Financial Bid evaluation report 10 % (Total)
4 On award of contract 10% (Total)
On issue of letter of award 5%
On signing of contract agreement 5%
Total 100%
The payments for (A) and (B) shall be made as per project cost determined in approved
DPR. However, the final project cost shall be considered as project cost agreed with
contractor at the stage of award of contract agreement. All such payment adjustment
shall be made during project management phase evenly in first six months of start of
implementation of project. In case of escalation of project cost during construction
phase, no additional consultancy fee shall be paid on account of increased project cost.
In case of PPP projects, payment shall be made for (A) and (B) component only.
54
(C) Project Management: 65% of the Consultancy Fee. The payment shall be made
proportionately in accordance with the actual work executed (Financial progress) in the
project. Based on the executed cost in the particular period, consultancy fee for the
payment shall be worked out in accordance with the approved consultancy fee. (in %)
then after 65% of this components shall be paid.
The invoicing shall be done project-wise, on monthly basis.
After the expiry of the contract period, i.e. 48 months, the contract may be extended for
an additional period as per the project requirements, under the terms and conditions of
this project. For the extended period, the Consultant’s fees may be enhanced by 10%
(of the balance fees only) as provided under clause 6.1.3 of the Contract Agreement, to
cover increased costs and overheads.
6. Reporting
The consultant shall report to Executive Director(ED), ISCDL or a person appointed by

the ED. The Consultant would be required to establish a project office in Indore, in
order to facilitate coordination with the authority and other stakeholders for the duration
of the assignment on a day-to-day basis.
55
SCHEDULE–2
(See Clause 2.1.3)
CONTRACT FOR CONSULTANT’S SERVICES
Project Name : Consultancy Services for Project Development and Management

Consultant for Area Based Development Project for Indore Smart
City Development Limited
Contract No.____________________________
between
and
[Name of the Consultant]
Dated:
56
Schedule -2: Form of Agreement
CONTENTS
1. General
1.1 Definitions and Interpretation

1.2 Relation between the Parties
1.3 Rights and Obligations
1.4 Governing law and jurisdiction
1.5 Language
1.6 Table of contents and headings
1.7 Notices
1.8 Location
1.9 Authority of Member-in-Charge
1.10 Authorised representatives
1.11 Taxes and duties
2. Commencement, Completion and Termination of Agreement
2.1 Effectiveness of Agreement

2.2 Commencement of Services
2.3 Termination of Agreement for failure to commence Services
2.4 Expiry of Agreement
2.5 Entire Agreement
2.6 Modification of Agreement
2.7 Force Majeure
2.8 Suspension of Agreement
2.9 Termination of Agreement
3. Obligations of the Consultant
3.1 General
3.3 Confidentiality
3.4 Liability of the Consultant
3.5 Insurance to be taken out by the Consultant
3.6 Accounting, inspection and auditing
3.7 Consultant’s actions requiring the Authority’s prior approval
3.8 Reporting obligations
3.9 Documents prepared by the Consultant to be the property of the
Authority
3.10 Equipment and materials furnished by the Authority
3.11 Providing access to the Project Office and Personnel
3.12 Accuracy of Documents
4. Consultant’s Personnel and Sub-Consultant
4.1 General
4.2 Deployment of Personnel
4.3 Approval of Personnel
4.5 Working hours, overtime, leave etc.
57
4.6 Resident Team Leader and Project Manager
4.7. Sub-Consultants
5. Obligations of the Authority
5.1 Assistance in clearances etc.

5.2 Access to land and property
5.3 Change in Applicable Law
5.4 Payment
6. Payment to the Consultant
6.1 Cost estimates and Agreement Value

6.2 Currency of payment
6.3 Mode of billing and payment
7. Liquidated damages and penalties

7.2 Liquidated Damages
7.3 Penalty for deficiency in Services
8. Fairness and Good Faith
8.1 Good Faith

8.2 Operation of the Agreement
9. Settlement of Disputes
9.1 Amicable settlement

9.2 Dispute resolution
9.3 Conciliation
9.4 Arbitration
ANNEXES
Annex-2: Deployment of Personnel
Annex-3: Estimate of Personnel Costs
58
AGREEMENT
This AGREEMENT (hereinafter called the “Agreement”) is made on the

...........………. day of the month of ………… 20…, between, on the one hand, the
[President of India acting through ……………………….] (hereinafter called the
“Authority” which expression shall include their respective successors and permitted
assigns, unless the context otherwise requires) and, on the other hand,
…………………………………. (hereinafter called the “Consultant” which
expression shall include their respective successors and permitted assigns).
WHEREAS
(A) The Authority vide its Request for Proposal for Appointment of Project Development
Consultant for Area Based Development Project for Indore Smart City
Development Limited (hereinafter called the “Consultancy”) for the Indore
Smart City Project (hereinafter called the “Project”);
(B) the Consultant submitted its proposals for the aforesaid work, whereby the
Consultant represented to the Authority that it had the required professional
skills, and in the said proposals the Consultant also agreed to provide the
Services to the Authority on the terms and conditions as set forth in the RFP and
this Agreement; and
(C) the Authority, on acceptance of the aforesaid proposals of the Consultant,

awarded the Consultancy to the Consultant vide its Letter of Award dated
.................. (the “LOA”); and
(D) in pursuance of the LOA, the parties have agreed to enter into this Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. GENERAL
1.1 Definitions and Interpretation
1.1.1 The words and expressions beginning with capital letters and defined in this
Agreement shall, unless the context otherwise requires, have the meaning
hereinafter respectively assigned to them:
(a) “Additional Costs” shall have the meaning set forth in Clause 6.1.2;
(b) “Agreement” means this Agreement, together with all the Annexes;
(c) “Agreement Value” shall have the meaning set forth in Clause 6.1.2;
(d) “Applicable Laws” means the laws and any other instruments having
the force of law in India as they may be issued and in force from time to
time;
59
(e) “Confidential Information” shall have the meaning set forth in Clause
3.3;
(f) “Conflict of Interest” shall have the meaning set forth in Clause 3.2 read
with the provisions of RFP;
(g) “Dispute” shall have the meaning set forth in Clause 9.2.1;
(h) “Effective Date” means the date on which this Agreement comes into
force and effect pursuant to Clause 2.1;
(i) “Expatriate Personnel” means such persons who at the time of being
so hired had their domicile outside India;
(j) “ED” means Executive Director, ISCDL
(k) “Government” means the Government of M.P.
(l) “INR, Re. or Rs.” means Indian Rupees;
(l) “Member”, in case the Consultant consists of a joint venture or

consortium of more than one entity, means any of these entities, and
“Members” means all of these entities;
(m) “Party” means the Authority or the Consultant, as the case may be, and
Parties means both of them;
(n) “Personnel” means persons hired by the Consultant or by any Sub-

Consultant as employees and assigned to the performance of the
Services or any part thereof;
(o) “Resident Personnel” means such persons who at the time of being so
hired had their domicile inside India;
(p) “RFP” means the Request for Proposal document in response to which
the Consultant’s proposal for providing Services was accepted;
(q) “Services” means the work to be performed by the Consultant pursuant

to this Agreement, as described in the Terms of Reference hereto;
(r) “Sub-Consultant” means any entity to which the Consultant

subcontracts any part of the Services in accordance with the provisions
of Clause 4.7; and
(s) “Third Party” means any person or entity other than the Government,
the Authority, the Consultant or a Sub-Consultant.
All terms and words not defined herein shall, unless the context
otherwise requires, have the meaning assigned to them in the RFP.
1.1.2 The following documents along with all addenda issued thereto shall be deemed
to form and be read and construed as integral parts of this Agreement and in
case of any contradiction between or among them the priority in which a
60
document would prevail over another would be as laid down below beginning
from the highest priority to the lowest priority:
(a) Agreement;
(b) Annexes of Agreement;
(c) RFP; and
(d) Letter of Award.
1.2 Relation between the Parties
Nothing contained herein shall be construed as establishing a relation of master

and servant or of agent and principal as between the Authority and the
Consultant. The Consultant shall, subject to this Agreement, have complete
charge of Personnel performing the Services and shall be fully responsible for
the Services performed by them or on their behalf hereunder.
1.3 Rights and obligations
The mutual rights and obligations of the Authority and the Consultant shall be
as set forth in the Agreement, in particular:
(a) the Consultant shall carry out the Services in accordance with the
provisions of the Agreement; and
(b) the Authority shall make payments to the Consultant in accordance with
the provisions of the Agreement.
1.4 Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and

governed by the laws of India, and the courts in the State in which the Authority
has its headquarters shall have exclusive jurisdiction over matters arising out of
or relating to this Agreement.
1.5 Language
All notices required to be given by one Party to the other Party and all other
communications, documentation and proceedings which are in any way relevant
to this Agreement shall be in writing and in English language.
1.6 Table of contents and headings
The table of contents, headings or sub-headings in this Agreement are for

convenience of reference only and shall not be used in, and shall not affect, the
construction or interpretation of this Agreement.
61
1.7 Notices
Any notice or other communication to be given by any Party to the other Party
under or in connection with the matters contemplated by this Agreement shall
be in writing and shall:
(a) in the case of the Consultant, be given by e-mail and by letter delivered
by hand to the address given and marked for attention of the Consultant’s
Representative set out below in Clause 1.10 or to such other person as
the Consultant may from time to time designate by notice to the
Authority; provided that notices or other communications to be given to
an address outside the city specified in sub-clause (b) below may, if they
are subsequently confirmed by sending a copy thereof by registered
acknowledgement due, air mail or by courier, be sent by e-mail to the
number as the Consultant may from time to time specify by notice to the
Authority;
(b) in the case of the Authority, be given by e-mail and by letter delivered
by hand and be addressed to the Authority with a copy delivered to the
Authority Representative set out below in Clause 1.10 or to such other
person as the Authority may from time to time designate by notice to the
Consultant; provided that if the Consultant does not have an office in the
same city as the Authority’s office, it may send such notice by e-mail
and by registered acknowledgement due, air mail or by courier; and
(c) any notice or communication by a Party to the other Party, given in
accordance herewith, shall be deemed to have been delivered when in
the normal course of post it ought to have been delivered and in all other
cases, it shall be deemed to have been delivered on the actual date and
time of delivery; provided that in the case of e-mail, it shall be deemed
to have been delivered on the working days following the date of its
delivery.
1.8 Location
The Services shall be performed at the site of the Project in accordance with the
provisions of RFP and at such locations as are incidental thereto, including the
offices of the Consultant.
1.9 Authority of Member-in-charge
In case the Consultant consists of a consortium of more than one entity, the
Parties agree that the Lead Member shall act on behalf of the Members in
exercising all the Consultant’s rights and obligations towards the Authority
under this Agreement, including without limitation the receiving of instructions
and payments from the Authority.
1.10 Authorised Representatives

1.10.1 Any action required or permitted to be taken, and any document required or
permitted to be executed, under this Agreement by the Authority or the
Consultant, as the case may be, may be taken or executed by the officials
specified in this Clause 1.10.
62
1.10.2 The Authority may, from time to time, designate one of its officials as the
Authority Representative. Unless otherwise notified, the Authority
Representative shall be:
..........
..........
Tel: ..........
Mobile: ..........
Email: ..........
1.10.3 The Consultant may designate one of its employees as Consultant’s

Representative. Unless otherwise notified, the Consultant’s Representative shall
be:
..........
..........
Tel: ..........
Mobile: ..........
Email: ..........
1.11 Taxes and duties
Unless otherwise specified in the Agreement, the Consultant shall pay all such
taxes, duties, fees and other impositions as may be levied under the Applicable
Laws (except Service Tax and Cess which will be paid by the Authority) and
the Authority shall perform such duties in regard to the deduction of such taxes
as may be lawfully imposed on it.
2. COMMENCEMENT, COMPLETION AND TERMINATION OF

AGREEMENT
2.1 Effectiveness of Agreement

This Agreement shall come into force and effect on the date of this Agreement
(the “Effective Date”). The Agreements shall remain effective for the entire
project duration, i.e. 4 years (or 48 months).
2.2 Commencement of Services

The Consultant shall commence the Services within a period of 14 (fourteen)
days from the Effective Date, unless otherwise agreed by the Parties.
2.3 Termination of Agreement for failure to commence Services

If the Consultant does not commence the Services within the period specified in
Clause 2.2 above, the Authority may, by not less than 2 (two) weeks’ notice to
63
the Consultant, declare this Agreement to be null and void, and in the event of
such a declaration, the Bid Security of the Consultant shall stand forfeited. The
termination shall apply on the applicant’s failure to commence work, only if
such failure is due to reasons solely attributable to the applicant.
2.4 Expiry of Agreement

Unless terminated earlier pursuant to Clauses 2.3 or 2.9 hereof, this Agreement
shall, unless extended by the Parties by mutual consent, expire upon the earlier
of (i) expiry of a period of 90 (ninety) days after the delivery of the final
deliverable to the Authority; and (ii) the expiry of [4 (four) years] from the
Effective Date. Upon Termination, the Authority shall make payments of all
amounts due to the Consultant hereunder.
2.5 Entire Agreement

2.5.1 This Agreement and the Annexes together constitute a complete and exclusive
statement of the terms of the agreement between the Parties on the subject
hereof, and no amendment or modification hereto shall be valid and effective
unless such modification or amendment is agreed to in writing by the Parties
and duly executed by persons especially empowered in this behalf by the
respective Parties. All prior written or oral understandings, offers or other
communications of every kind pertaining to this Agreement are abrogated and
withdrawn; provided, however, that the obligations of the Consultant arising out
of the provisions of the RFP shall continue to subsist and shall be deemed to
form part of this Agreement.
2.5.2 Without prejudice to the generality of the provisions of Clause 2.5.1, on matters
not covered by this Agreement, the provisions of RFP shall apply.
2.6 Modification of Agreement

Modification of the terms and conditions of this Agreement, including any
modification of the scope of the Services, may only be made by written
agreement between the Parties. Pursuant to Clauses 4.2.3 and 6.1.3 hereof,
however, each Party shall give due consideration to any proposals for
modification made by the other Party.
2.7 Force Majeure

2.7.1 Definition
(a) For the purposes of this Agreement, “Force Majeure” means an event
which is beyond the reasonable control of a Party, and which makes a
Party’s performance of its obligations hereunder impossible or so
impractical as reasonably to be considered impossible in the
circumstances, and includes, but is not limited to, war, riots, civil
disorder, earthquake, fire, explosion, storm, flood or other adverse
weather conditions, strikes, lockouts or other industrial action (except
where such strikes, lockouts or other industrial action are within the
power of the Party invoking Force Majeure to prevent), confiscation or
any other action by government agencies.
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(b) Force Majeure shall not include (i) any event which is caused by the
negligence or intentional action of a Party or such Party’s Sub-
Consultant or agents or employees, nor (ii) any event which a diligent
Party could reasonably have been expected to both (A) take into account
at the time of the conclusion of this Agreement, and (B) avoid or
overcome in the carrying out of its obligations hereunder.
(c) Force Majeure shall not include insufficiency of funds or failure to make
any payment required hereunder.
2.7.2 No breach of Agreement

The failure of a Party to fulfil any of its obligations hereunder shall not be
considered to be a breach of, or default under, this Agreement insofar as such
inability arises from an event of Force Majeure, provided that the Party affected
by such an event has taken all reasonable precautions, due care and reasonable
alternative measures, all with the objective of carrying out the terms and
conditions of this Agreement.
2.7.3 Measures to be taken

(a) A Party affected by an event of Force Majeure shall take all reasonable
measures to remove such Party’s inability to fulfil its obligations
hereunder with a minimum of delay.
(b) A Party affected by an event of Force Majeure shall notify the other Party
of such event as soon as possible, and in any event not later than 14
(fourteen) days following the occurrence of such event, providing
evidence of the nature and cause of such event, and shall similarly give
notice of the restoration of normal conditions as soon as possible.
(c) The Parties shall take all reasonable measures to minimise the
consequences of any event of Force Majeure.
2.7.4 Extension of time

Any period within which a Party shall, pursuant to this Agreement, complete
any action or task, shall be extended for a period equal to the time during which
such Party was unable to perform such action as a result of Force Majeure.
2.7.5 Payments
During the period of its inability to perform the Services as a result of an event
of Force Majeure, the Consultant shall be entitled to be reimbursed for
Additional Costs reasonably and necessarily incurred by it during such period
for the purposes of the Services and in reactivating the Services after the end of
such period.
2.7.6 Consultation
Not later than 30 (thirty) days after the Consultant has, as the result of an event
of Force Majeure, become unable to perform a material portion of the Services,
the Parties shall consult with each other with a view to agreeing on appropriate
measures to be taken in the circumstances.
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2.8 Suspension of Agreement
The Authority may, by written notice of suspension to the Consultant, suspend

all payments to the Consultant hereunder if the Consultant shall be in breach of
this Agreement or shall fail to perform any of its obligations under this
Agreement, including the carrying out of the Services; provided that such notice
of suspension (i) shall specify the nature of the breach or failure, and (ii) shall
provide an opportunity to the Consultant to remedy such breach or failure within
a period not exceeding 30 (thirty) days after receipt by the Consultant of such
notice of suspension.
2.9 Termination of Agreement
2.9.1 By the Authority
The Authority may, by not less than 30 (thirty) days’ written notice of
termination to the Consultant, such notice to be given after the occurrence of
any of the events specified in this Clause 2.9.1, terminate this Agreement if:
(a) the Consultant fails to remedy any breach hereof or any failure in the
performance of its obligations hereunder, as specified in a notice of
suspension pursuant to Clause 2.8 hereinabove, within 30 (thirty) days of
receipt of such notice of suspension or within such further period as the
Authority may have subsequently granted in writing. The termination shall
apply only in the listed events of notice of suspension amount to the
material breach of agreement;
(b) the Consultant becomes insolvent or bankrupt or enters into any agreement
with its creditors for relief of debt or take advantage of any law for the
benefit of debtors or goes into liquidation or receivership whether
compulsory or voluntary;
(c) the Consultant fails to comply with any final decision reached as a result
of arbitration proceedings pursuant to Clause 9 hereof;
(d) the Consultant submits to the Authority a statement which has a material
effect on the rights, obligations or interests of the Authority and which the
Consultant knows to be false;
(e) any document, information, data or statement submitted by the Consultant

in its Proposals, based on which the Consultant was considered eligible or
successful, is found to be false, incorrect or misleading;
(f) as the result of Force Majeure, the Consultant is unable to perform a

material portion of the Services for a period of not less than 60 (sixty)
days; or
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2.9.2 By the Consultant
The Consultant may, by not less than 30 (thirty) days’ written notice to the
Authority, such notice to be given after the occurrence of any of the events
specified in this Clause 2.9.2, terminate this Agreement if:
(a) the Authority fails to pay any money due to the Consultant pursuant to
this Agreement and not subject to dispute pursuant to Clause 9 hereof
within 45 (forty five) days after receiving written notice from the
Consultant that such payment is overdue;
(b) the Authority is in material breach of its obligations pursuant to this
Agreement and has not remedied the same within 45 (forty five) days (or
such longer period as the Consultant may have subsequently granted in
writing) following the receipt by the Authority of the Consultant’s notice
specifying such breach;
(c) as the result of Force Majeure, the Consultant is unable to perform a
material portion of the Services for a period of not less than 60 (sixty)
days; or
(d) the Authority fails to comply with any final decision reached as a result
of arbitration pursuant to Clause 9 hereof.
2.9.3 Cessation of rights and obligations
Upon termination of this Agreement pursuant to Clauses 2.3 or 2.9 hereof, or

upon expiration of this Agreement pursuant to Clause 2.4 hereof, all rights and
obligations of the Parties hereunder shall cease, except (i) such rights and
obligations as may have accrued on the date of termination or expiration, or
which expressly survive such Termination; (ii) the obligation of confidentiality
set forth in Clause 3.3 hereof; (iii) the Consultant’s obligation to permit
inspection, copying and auditing of such of its accounts and records set forth in
Clause 3.6, as relate to the Consultant’s Services provided under this
Agreement; and (iv) any right or remedy which a Party may have under this
Agreement or the Applicable Law.
2.9.4 Cessation of Services
Upon termination of this Agreement by notice of either Party to the other

pursuant to Clauses 2.9.1 or 2.9.2 hereof, the Consultant shall, immediately
upon dispatch or receipt of such notice, take all necessary steps to bring the
Services to a close in a prompt and orderly manner and shall make every
reasonable effort to keep expenditures for this purpose to a minimum. With
respect to documents prepared by the Consultant and equipment and materials
furnished by the Authority, the Consultant shall proceed as provided
respectively by Clauses 3.9 or 3.10 hereof.
2.9.5 Payment upon Termination
Upon termination of this Agreement pursuant to Clauses 2.9.1 or 2.9.2 hereof,

the Authority shall make the following payments to the Consultant (after
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offsetting against these payments any amount that may be due from the
Consultant to the Authority):
(i) remuneration pursuant to Clause 6 hereof for Services satisfactorily

performed prior to the date of termination;
(ii) reimbursable expenditures pursuant to Clause 6 hereof for expenditures

actually incurred prior to the date of termination; and
(iii) except in the case of termination pursuant to sub-clauses (a) through (e)
of Clause 2.9.1 hereof, reimbursement of any reasonable cost incidental
to the prompt and orderly termination of the Agreement including the
cost of the return travel of the Consultant’s personnel.
2.9.6 Disputes about Events of Termination
If either Party disputes whether an event specified in Clause 2.9.1 or in Clause

2.9.2 hereof has occurred, such Party may, within 30 (thirty) days after receipt
of notice of termination from the other Party, refer the matter to arbitration
pursuant to Clause 9 hereof, and this Agreement shall not be terminated on
account of such event except in accordance with the terms of any resulting
arbitral award.
3. OBLIGATIONS OF THE CONSULTANT
3.1 General
3.1.1 Standards of Performance
The Consultant shall perform the Services and carry out its obligations
hereunder with all due diligence, efficiency and economy, in accordance with
generally accepted professional techniques and practices, and shall observe
sound management practices, and employ appropriate advanced technology and
safe and effective equipment, machinery, materials and methods. The
Consultant shall always act, in respect of any matter relating to this Agreement
or to the Services, as a faithful adviser to the Authority, and shall at all times
support and safeguard the Authority's legitimate interests in any dealings with
Sub-Consultants or Third Parties.
3.1.2 Terms of Reference
The scope of services to be performed by the Consultant is specified in the

Terms of Reference (the “TOR”) at Annex-1 of this Agreement. The Consultant
shall provide the Deliverables specified therein in conformity with the time
schedule stated therein.
3.1.3 Applicable Laws
The Consultant shall perform the Services in accordance with the Applicable
Laws and shall take all practicable steps to ensure that any Sub-Consultant, as
well as the Personnel and agents of the Consultant and any Sub-Consultant,
comply with the Applicable Laws.
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3.2.1 The Consultant shall not have a Conflict of Interest and any breach hereof shall
constitute a breach of the Agreement.
3.2.2 Consultant and Affiliates not to be otherwise interested in the Project
The Consultant agrees that, during the term of this Agreement and after its
termination, the Consultant or any Associate thereof and any entity affiliated
with the Consultant, as well as any Sub-Consultant and any entity affiliated with
such Sub-Consultant, shall be disqualified from providing goods, works,
services, loans or equity for any project resulting from or closely related to the
Services and any breach of this obligation shall amount to a Conflict of Interest;
provided that the restriction herein shall not apply after a period of five years
from the completion of this assignment or to consulting assignments granted by
banks/ lenders at any time; provided further that this restriction shall not apply
to consultancy/ advisory services provided to the Authority in continuation of
this Consultancy or to any subsequent consultancy/ advisory services provided
to the Authority in accordance with the rules of the Authority. For the avoidance
of doubt, an entity affiliated with the Consultant shall include a partner in the
Consultant’s firm or a person who holds more than 5% (five per cent) of the
subscribed and paid up share capital of the Consultant, as the case may be, and
any Associate thereof.
3.2.3 Prohibition of conflicting activities
Neither the Consultant nor its Sub-Consultant nor the Personnel of either of
them shall engage, either directly or indirectly, in any of the following activities:
(a) during the term of this Agreement, any business or professional activities
which would conflict with the activities assigned to them under this
Agreement;
(b) after the termination of this Agreement, such other activities as may be
specified in the Agreement; or
(c) at any time, such other activities as have been specified in the RFP as
Conflict of Interest.
3.2.4 Consultant not to benefit from commissions, discounts, etc.
The remuneration of the Consultant pursuant to Clause 6 hereof shall constitute

the Consultant’s sole remuneration in connection with this Agreement or the
Services and the Consultant shall not accept for its own benefit any trade
commission, discount or similar payment in connection with activities pursuant
to this Agreement or to the Services or in the discharge of its obligations
hereunder, and the Consultant shall use its best efforts to ensure that any Sub-
Consultant, as well as the Personnel and agents of either of them, similarly shall
not receive any such additional remuneration.
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3.2.5 The Consultant and its Personnel shall observe the highest standards of ethics
and shall not have engaged in and shall not hereafter engage in any corrupt
practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice (collectively the “Prohibited Practices”). Notwithstanding
anything to the contrary contained in this Agreement, the Authority shall be
entitled to terminate this Agreement forthwith by a communication in writing to
the Consultant, without being liable in any manner whatsoever to the
Consultant, if it determines that the Consultant has, directly or indirectly or
through an agent, engaged in any Prohibited Practices in the Selection Process
or before or after entering into of this Agreement. In such an event, the Authority
shall forfeit and appropriate the performance security, if any, as mutually agreed
genuine pre-estimated compensation and damages payable to the Authority
towards, inter alia, the time, cost and effort of the Authority, without prejudice
to the Authority’s any other rights or remedy hereunder or in law.
3.2.6 Without prejudice to the rights of the Authority under Clause 3.2.5 above and
the other rights and remedies which the Authority may have under this
Agreement, if the Consultant is found by the Authority to have directly or
indirectly or through an agent, engaged or indulged in any Prohibited Practices,
during the Selection Process or before or after the execution of this Agreement,
the Consultant shall not be eligible to participate in any tender or RFP issued
during a period of 2 (two) years from the date the Consultant is found by the
Authority to have directly or indirectly or through an agent, engaged or indulged
in any Prohibited Practices.
3.2.7 For the purposes of Clauses 3.2.5 and 3.2.6, the following terms shall have the
meaning hereinafter respectively assigned to them:
(a) “corrupt practice” means (i) the offering, giving, receiving or

soliciting, directly or indirectly, of anything of value to influence the
actions of any person connected with the Selection Process (for removal
of doubt, offering of employment or employing or engaging in any
manner whatsoever, directly or indirectly, any official of the Authority
who is or has been associated in any manner, directly or indirectly with
Selection Process or LOA or dealing with matters concerning the
Agreement before or after the execution thereof, at any time prior to the
expiry of one year from the date such official resigns or retires from or
otherwise ceases to be in the service of the Authority, shall be deemed
to constitute influencing the actions of a person connected with the
Selection Process); or (ii) engaging in any manner whatsoever, whether
during the Selection Process or after the issue of LOA or after the
execution of the Agreement, as the case may be, any person in respect
of any matter relating to the Project or the LOA or the Agreement, who
at any time has been or is a legal, financial or technical adviser the
Authority in relation to any matter concerning the Project;
(b) “fraudulent practice” means a misrepresentation or omission of facts

or suppression of facts or disclosure of incomplete facts, in order to
influence the Selection Process;
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(c) “coercive practice” means impairing or harming, or threatening to

impair or harm, directly or indirectly, any person or property to influence
any person’s participation or action in the Selection Process or the
exercise of its rights or performance of its obligations by the Authority
under this Agreement;
(d) “undesirable practice” means (i) establishing contact with any person
connected with or employed or engaged by the Authority with the
objective of canvassing, lobbying or in any manner influencing or
attempting to influence the Selection Process; or (ii) having a Conflict
of Interest; and
(e) “restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among Applicants with the objective of
restricting or manipulating a full and fair competition in the Selection
Process.
3.3 Confidentiality
The Consultant, its Sub-Consultants and the Personnel of either of them shall
not, either during the term or within two years after the expiration or termination
of this Agreement disclose any proprietary information, including information
relating to reports, data, drawings, design software or other material, whether
written or oral, in electronic or magnetic format, and the contents thereof; and
any reports, digests or summaries created or derived from any of the foregoing
that is provided by the Authority to the Consultant, its Sub-Consultants and the
Personnel; any information provided by or relating to the Authority, its
technology, technical processes, business affairs or finances or any information
relating to the Authority’s employees, officers or other professionals or
suppliers, customers, or contractors of the Authority; and any other information
which the Consultant is under an obligation to keep confidential in relation to
the Project, the Services or this Agreement ("Confidential Information"),
without the prior written consent of the Authority.
Notwithstanding the aforesaid, the Consultant, its Sub-Consultants and the

Personnel of either of them may disclose Confidential Information to the extent
that such Confidential Information:
(i) was in the public domain prior to its delivery to the Consultant, its Sub-
Consultants and the Personnel of either of them or becomes a part of the
public knowledge from a source other than the Consultant, its Sub-
Consultants and the Personnel of either of them;
(ii) was obtained from a third party with no known duty to maintain its
confidentiality;
(iii) is required to be disclosed by Applicable Laws or judicial or

administrative or arbitral process or by any governmental
instrumentalities, provided that for any such disclosure, the Consultant,
its Sub-Consultants and the Personnel of either of them shall give the
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Authority, prompt written notice, and use reasonable efforts to ensure
that such disclosure is accorded confidential treatment; and
(iv) is provided to the professional advisers, agents, auditors or

representatives of the Consultant or its Sub-Consultants or Personnel of
either of them, as is reasonable under the circumstances; provided,
however, that the Consultant or its Sub-Consultants or Personnel of
either of them, as the case may be, shall require their professional
advisers, agents, auditors or its representatives, to undertake in writing
to keep such Confidential Information, confidential and shall use its best
efforts to ensure compliance with such undertaking.
3.4 Liability of the Consultant
3.4.1 The Consultant’s liability under this Agreement shall be determined by the
Applicable Laws and the provisions hereof.
3.4.2 The Consultant shall, subject to the limitation specified in Clause 3.4.3, be liable
to the Authority for any direct loss or damage accrued or likely to accrue due to
deficiency in Services rendered by it.
3.4.3 The Parties hereto agree that in case of negligence or wilful misconduct on the
part of the Consultant or on the part of any person or firm acting on behalf of
the Consultant in carrying out the Services, the Consultant, with respect to
damage caused to the Authority’s property, shall not be liable to the Authority:
(i) for any indirect or consequential loss or damage; and
(ii) for any direct loss or damage that exceeds (a) the Agreement Value set forth
in Clause 6.1.2 of this Agreement, or (b) the proceeds the Consultant may be
entitled to receive from any insurance maintained by the Consultant to cover
such a liability in accordance with Clause 3.5.2, whichever of (a) or (b) is higher.
3.4.4 This limitation of liability specified in Clause 3.4.3 shall not affect the
Consultant’s liability, if any, for damage to Third Parties caused by the
Consultant or any person or firm acting on behalf of the Consultant in carrying
out the Services subject, however, to a limit equal to 3 (three) times the
Agreement Value.
3.5 Insurance to be taken out by the Consultant
3.5.1 (a) The Consultant shall, for the duration of this Agreement, take out and
maintain, and shall cause any Sub-Consultant to take out and maintain, at
its (or the Sub-Consultant’s, as the case may be) own cost, insurance
against the risks, and for the coverages, as specified in the Agreement and
in accordance with good industry practice.
(b) Within 15 (fifteen) days of receiving any insurance policy certificate in

respect of insurances required to be obtained and maintained under this
clause, the Consultant shall furnish to the Authority, copies of such policy
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certificates, copies of the insurance policies and evidence that the

insurance premia have been paid in respect of such insurance. No
insurance shall be cancelled, modified or allowed to expire or lapse during
the term of this Agreement.
(c) If the Consultant fails to effect and keep in force the aforesaid insurances
for which it is responsible pursuant hereto, the Authority shall, apart from
having other recourse available under this Agreement, have the option,
without prejudice to the obligations of the Consultant, to take out the
aforesaid insurance, to keep in force any such insurances, and pay such
premia and recover the costs thereof from the Consultant, and the
Consultant shall be liable to pay such amounts on demand by the
Authority.
(d) Except in case of Third Party liabilities, the insurance policies so procured
shall mention the Authority as the beneficiary of the Consultant and the
Consultant shall procure an undertaking from the insurance company to
this effect; provided that in the event the Consultant has a general
insurance policy that covers the risks specified in this Agreement and the
amount of insurance cover is equivalent to 3 (three) times the cover
required hereunder, such insurance policy may not mention the Authority
as the sole beneficiary of the Consultant or require an undertaking to that
effect.
3.5.2 The Parties agree that the risks and coverages shall include but not be limited to
the following:
(a) Third Party liability insurance as required under Applicable Laws, with a
minimum coverage equivalent to Agreement Value;
(b) employer’s liability and workers’ compensation insurance in respect of the

Personnel of the Consultant and of any Sub-Consultant, in accordance
with Applicable Laws; and
(c) professional liability insurance for an amount no less than the Agreement
Value.
The indemnity limit in terms of “Any One Accident” (AOA) and “Aggregate
limit on the policy period” (AOP) should not be less than the amount stated in
Clause 6.1.2 of the Agreement. In case of consortium, the policy should be in
the name of Lead Member and not in the name of individual Members of the
consortium.
3.6 Accounting, inspection and auditing
The Consultant shall:

(a) keep accurate and systematic accounts and records in respect of the
Services provided under this Agreement, in accordance with
internationally accepted accounting principles and in such form and
detail as will clearly identify all relevant time charges and cost, and the
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basis thereof (including the basis of the Consultant’s costs and charges);
and
(b) permit the Authority or its designated representative periodically, and
up to one year from the expiration or termination of this Agreement, to
inspect the same and make copies thereof as well as to have them audited
by auditors appointed by the Authority.
(c) The audit conducted shall be restricted to the physical files of this
Agreement only and shall be subject to client agreeing to maintain
confidentiality of these documents. If any third parties are employed by
the client to conduct audit, client shall ensure that such third parties are
not be a competitor of the applicant and shall agree to confidential
obligations with applicant.
3.7 Consultant’s actions requiring the Authority's prior approval
The Consultant shall obtain the Authority's prior approval in writing before
taking any of the following actions:
(a) appointing such members of the Professional Personnel as are not listed
in Annex–2.
(b) sub-contracting shall not be allowed.
(c) any other action that is specified in this Agreement.
3.8 Reporting obligations
The Consultant shall submit to the Authority the reports and documents
specified in the Agreement, in the form, in the numbers and within the time
periods set forth therein.
3.9 Documents prepared by the Consultant to be property of the Authority

3.9.1 All plans, drawings, specifications, designs, reports and other documents
(collectively referred to as “Consultancy Documents”) prepared by the
Consultant (or by the Sub-Consultants or any Third Party) in performing the
Services shall become and remain the property of the Authority, and all
intellectual property rights in such Consultancy Documents shall vest with the
Authority. Any Consultancy Document, of which the ownership or the
intellectual property rights do not vest with the Authority under law, shall
automatically stand assigned to the Authority as and when such Consultancy
Document is created and the Consultant agrees to execute all papers and to
perform such other acts as the Authority may deem necessary to secure its rights
herein assigned by the Consultant.
3.9.2 The Consultant shall, not later than termination or expiration of this Agreement,
deliver all Consultancy Documents to the Authority, together with a detailed
inventory thereof. The Consultant may retain a copy of such Consultancy
Documents. The Consultant, its Sub-Consultants or a Third Party shall not use
these Consultancy Documents for purposes unrelated to this Agreement without
the prior written approval of the Authority.
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3.9.3 The Consultant shall hold the Authority harmless and indemnified for any
losses, claims, damages, expenses (including all legal expenses), awards,
penalties or injuries (collectively referred to as ‘Claims’) which may arise from
or due to any unauthorised use of such Consultancy Documents, or due to any
breach or failure on part of the Consultant or its Sub-Consultants or a Third
Party to perform any of its duties or obligations in relation to securing the
aforementioned rights of the Authority.
3.10 Equipment and materials furnished by the Authority
Equipment and materials made available to the Consultant by the Authority shall
be the property of the Authority and shall be marked accordingly. Upon
termination or expiration of this Agreement, the Consultant shall furnish
forthwith to the Authority, an inventory of such equipment and materials and
shall dispose of such equipment and materials in accordance with the
instructions of the Authority.
3.11 Providing access to Project Office and Personnel
The Consultant shall ensure that the Authority, and officials of the Authority
having authority from the Authority, are provided unrestricted access to the
Project Office and to all Personnel during office hours. The Authority’s official,
who has been authorised by the Authority in this behalf, shall have the right to
inspect the Services in progress, interact with Personnel of the Consultant and
verify the records relating to the Services for his satisfaction.
3.12. Accuracy of Documents
The Consultant shall be responsible for accuracy of the data collected by it

directly or procured from other agencies/authorities, the designs, drawings,
estimates and all other details prepared by it as part of these services. Subject
to the provisions of Clause 3.4, it shall indemnify the Authority against any
inaccuracy in its work which might surface during implementation of the
Project, if such inaccuracy is the result of any negligence or inadequate due
diligence on part of the Consultant or arises out of its failure to conform to good
industry practice. The Consultant shall also be responsible for promptly
correcting, at its own cost and risk, the drawings including any re-survey /
investigations.
4. CONSULTANT’S PERSONNEL AND SUB-CONSULTANTS
4.1 General
The Consultant shall employ and provide such qualified and experienced
Personnel as may be required to carry out the Services.
4.2 Deployment of Personnel

4.2.1 The designations, names and the estimated periods of engagement in carrying
out the Services by each of the Consultant’s Personnel are described in Annex-
2 of this Agreement.
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4.2.2 Adjustments with respect to the estimated periods of engagement of Personnel
set forth in the aforementioned Annex-2 may be made by the Consultant by
written notice to the Authority.
4.2.3 If additional work is required beyond the scope of the Services specified in the
Terms of Reference, the estimated periods of engagement of Personnel, set forth
in the Annexes of the Agreement may be increased by agreement in writing
between the Authority and the Consultant, provided that any such increase shall
not, except as otherwise agreed, cause payments under this Agreement to exceed
the Agreement Value set forth in Clause 6.1.2.
4.3 Approval of Personnel

4.3.1 The Professional Personnel listed in Annex-2 of the Agreement are hereby
approved by the Authority. No other Professional Personnel shall be engaged
without prior approval of the Authority.
4.3.2 If the Consultant hereafter proposes to engage any person as Professional
Personnel, it shall submit to the Authority its proposal along with a CV of such
person in the form provided at Appendix–I (Form-12) of the RFP. The Authority
may approve or reject such proposal within 14 (fourteen) days of receipt thereof.
In case the proposal is rejected, the Consultant may propose an alternative
person for the Authority’s consideration. In the event the Authority does not
reject a proposal within 14 (fourteen) days of the date of receipt thereof under
this Clause 4.3, it shall be deemed to have been approved by the Authority.

The Authority expects all the Key Personnel specified in the Proposal to be
available during implementation of the Agreement. The Authority will not
consider any substitution of Key Personnel except under compelling
circumstances beyond the control of the Consultant and the concerned Key
Personnel. Such substitution shall be subject to equally or better qualified and
experienced personnel being provided to the satisfaction of the Authority.
Without prejudice to the foregoing, substitution of Key Personnel shall be
permitted subject to deduction of maximum up to 0.25% (zero point Two five
per cent) of the total contract amount, if it seems to the employer that the
personnel is changed without any justified reason and reasons well within
control of the applicant.
4.5 Working hours, overtime, leave, etc.
The Personnel shall not be entitled to be paid for overtime nor to take paid sick
leave or vacation leave except as specified in the Agreement, and the
Consultant’s remuneration shall be deemed to cover these items. All leave to be
allowed to the Personnel is excluded from the man days of service set forth in
Annex-2. Any taking of leave by any Personnel for a period exceeding 7 (seven)
days shall be subject to the prior approval of the Authority, and the Consultant
shall ensure that any absence on leave will not delay the progress and quality of
the Services.
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4.6 Team Leader and Project Manager

The person designated as the Team Leader of the Consultant’s Personnel shall
be responsible for the coordinated, timely and efficient functioning of the
Personnel. In addition, Project Manager shall be responsible for day to day
performance of the Services.
4.7 Sub-Consultants
Sub-Consultants listed in Annex-4 of this Agreement are hereby approved by
the Authority. The Consultant may, with prior written approval of the Authority,
engage additional Sub-Consultants or substitute an existing Sub-Consultant.
The hiring of Personnel by the Sub-Consultants shall be subject to the same
conditions as applicable to Personnel of the Consultant under this Clause 4.
5. OBLIGATIONS OF THE AUTHORITY
5.1 Assistance in clearances etc.
Unless otherwise specified in the Agreement, the Authority shall make best
efforts to ensure that the Government shall:
(a) provide the Consultant, its Sub-Consultants and Personnel with work
permits and such other documents as may be necessary to enable the
Consultant, its Sub-Consultants or Personnel to perform the Services;
(b) facilitate prompt clearance through customs of any property required for
the Services; and
(c) issue to officials, agents and representatives of the Government all such
instructions as may be necessary or appropriate for the prompt and
effective implementation of the Services.
5.2 Access to land and property

The Authority warrants that the Consultant shall have, free of charge,
unimpeded access to the site of the project in respect of which access is required
for the performance of Services; provided that if such access shall not be made
available to the Consultant as and when so required, the Parties shall agree on
(i) the time extension, as may be appropriate, for the performance of Services,
and (ii) the additional payments, if any, to be made to the Consultant as a result
thereof pursuant to Clause 6.1.3.
5.3 Change in Applicable Law
If, after the submission date of price bid for this project, there is any change in
the Applicable Laws with respect to taxes and duties which increases or
decreases the cost or reimbursable expenses incurred by the Consultant in
performing the Services, by an amount exceeding 2% (two per cent) of the
Agreement Value specified in Clause 6.1.2, then the remuneration and
reimbursable expenses otherwise payable to the Consultant under this
Agreement shall be increased or decreased accordingly by agreement between
the Parties hereto, and corresponding adjustments shall be made to the aforesaid
Agreement Value, w.e.f. any such change in the Applicable Laws.
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5.4 Payment
In consideration of the Services performed by the Consultant under this

Agreement, the Authority shall make to the Consultant such payments and in
such manner as is provided in Clause 6 of this Agreement.
6. PAYMENT TO THE CONSULTANT
6.1 Cost estimates and Agreement Value
6.1.1 An abstract of the cost of the Services payable to the Consultant is set forth in
Annex-5 of the Agreement.
6.1.2 Except as may be otherwise agreed under Clause 2.6 and subject to Clause 6.1.3,
the payments under this Agreement shall not exceed the agreement value
specified herein (the “Agreement Value”). The Parties agree that the
Agreement Value is Rs. ………. (Rupees. …………………….).
6.1.3 Notwithstanding anything to the contrary contained in Clause 6.1.2, if pursuant

to the provisions of Clauses 2.6 and 2.7, the Parties agree that additional
payments shall be made to the Consultant in order to cover any additional
expenditures not envisaged in the cost estimates referred to in Clause 6.1.1
above, the Agreement Value set forth in Clause 6.1.2 above shall be increased
by the amount or amounts, as the case may be, of any such additional payments.
6.1.4 After the expiry of the contract period, i.e. 48 months, the contract may be
extended for an additional period as per the project requirements, under the
terms and conditions of this project. For the extended period, the Consultant’s
fees may be enhanced by 10% (of the balance fees only) as provided under
clause 6.1.3 of the Contract Agreement, to cover increased costs and overheads.
6.2 Currency of payment
All payments shall be made in Indian Rupees. The Consultant shall be free to
convert Rupees into any foreign currency as per Applicable Laws.
6.3 Mode of billing and payment
Billing and payments in respect of the Services shall be made as follows:-
(a) The Consultant shall be paid for its services as per the Payment Schedule
at Annex-6 of this Agreement, subject to the Consultant fulfilling the
following conditions:
(i) No payment shall be due for the next stage till the Consultant
completes, to the satisfaction of the Authority, the work pertaining
to the preceding stage.
(ii) The Authority shall pay to the Consultant, only the undisputed
amount.
(b) The Authority shall cause the payment due to the Consultant to be made
within 45 (Forty five) days after the receipt by the Authority of duly
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completed bills with necessary particulars (the “Due Date”). Interest at

the rate of 10% (ten per cent) per annum shall become payable as from
the Due Date on any amount due by, but not paid on or before, such Due
Date.
(c) The final payment under this Clause shall be made only after the final
report and a final statement, identified as such, shall have been submitted
by the Consultant and approved as satisfactory by the Authority. The
Services shall be deemed completed and finally accepted by the
Authority and the final deliverable shall be deemed approved by the
Authority as satisfactory upon expiry of 60 (sixty) days after receipt of
the final deliverable by the Authority unless the Authority, within such
60 (sixty) day period, gives written notice to the Consultant specifying
in detail, the deficiencies in the Services. The Consultant shall thereupon
promptly make any necessary corrections and/or additions, and upon
completion of such corrections or additions, the foregoing process shall
be repeated. The Authority shall make the final payment upon
acceptance or deemed acceptance of the final deliverable by the
Authority.
(d) Any amount which the Authority has paid or caused to be paid in excess
of the amounts actually payable in accordance with the provisions of this
Agreement shall be reimbursed by the Consultant to the Authority within
30 (thirty) days after receipt by the Consultant of notice thereof. Any
such claim by the Authority for reimbursement must be made within 1
(one) year after receipt by the Authority of a final report in accordance
with Clause 6.3 (d). Any delay by the Consultant in reimbursement by
the due date shall attract simple interest @ 10% (ten per cent) per annum.
(e) All payments under this Agreement shall be made to the account of the
Consultant as may be notified to the Authority by the Consultant.
7. LIQUIDATED DAMAGES AND PENALTIES
7.1.1 The consultant shall furnish a bank guarantee for an amount equal to 5%( Five
percent)of the agreement value as performance security in the form specified at
Annex – 7 of this agreement, to be appropriated against breach of this
Agreement or for recovery of liquidated damages as specified in Clause 7.2. The
balance remaining out of the Performance Security shall be retleased to the
Consultant at the end of 3 (three) months after the expiry of this Agreement
pursuant to Clause 2.4 hereof.
7.2 Liquidated Damages
7.2.1 Liquidated Damages for error/variation
In case any error or variation is detected in the reports submitted by the

Consultant and such error or variation is the result of negligence or lack of due
diligence on the part of the Consultant, the consequential damages thereof shall
be quantified by the Authority in a reasonable manner and recovered from the
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Consultant by way of deemed liquidated damages, subject to a maximum of
10% (ten per cent) of the Agreement Value.
7.2.2 Liquidated Damages for delay
In case of delay in submission of deliverables beyond two weeks from due date
of submission of deliverable, liquidated damages not exceeding an amount equal
to 0.5% (Zero point five percent) of the milestone payment per day, subject to a
maximum of 10% (ten percent) of the milestone payment will be imposed and
shall be recovered by appropriation from the Performance Security or otherwise.
However, in case of delay due to reasons beyond the control of the Consultant,
suitable extension of time shall be granted.
7.2.3 Encashment and appropriation of Performance Security
The Authority shall have the right to invoke and appropriate the proceeds of the
Performance Security, in whole or in part, without notice to the Consultant in
the event of breach of this Agreement or for recovery of liquidated damages
specified in this Clause 7.2.
7.3 Penalty for deficiency in Services
In addition to the liquidated damages not amounting to penalty, as specified in

Clause 7.2, warning may be issued to the Consultant for minor deficiencies on
its part. In the case of significant deficiencies in Services causing adverse effect
on the Project or on the reputation of the Authority, other penal action including
debarring for a specified period may also be initiated as per policy of the
Authority.
8. FAIRNESS AND GOOD FAITH
8.1 Good Faith
The Parties undertake to act in good faith with respect to each other’s rights
under this Agreement and to adopt all reasonable measures to ensure the
realisation of the objectives of this Agreement.
8.2 Operation of the Agreement
The Parties recognise that it is impractical in this Agreement to provide for every
contingency which may arise during the life of the Agreement, and the Parties
hereby agree that it is their intention that this Agreement shall operate fairly as
between them, and without detriment to the interest of either of them, and that,
if during the term of this Agreement either Party believes that this Agreement is
operating unfairly, the Parties will use their best efforts to agree on such action
as may be necessary to remove the cause or causes of such unfairness, but failure
to agree on any action pursuant to this Clause shall not give rise to a dispute
subject to arbitration in accordance with Clause 9
hereof.
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9. SETTLEMENT OF DISPUTES
9.1 Amicable settlement
The Parties shall use their best efforts to settle amicably all disputes arising out
of or in connection with this Agreement or the interpretation thereof.
9.2 Dispute resolution
9.2.1 Any dispute, difference or controversy of whatever nature howsoever arising

under or out of or in relation to this Agreement (including its interpretation)
between the Parties, and so notified in writing by either Party to the other Party
(the “Dispute”) shall, in the first instance, be attempted to be resolved amicably
in accordance with the conciliation procedure set forth in Clause 9.3.
9.2.2 The Parties agree to use their best efforts for resolving all Disputes arising under
or in respect of this Agreement promptly, equitably and in good faith, and further
agree to provide each other with reasonable access during normal business hours
to all non-privileged records, information and data pertaining to any Dispute.
9.3 Conciliation
In the event of any Dispute between the Parties, either Party may call upon
Chairman, ISCDL for amicable settlement, and upon such reference, the said
persons shall meet no later than 10 (ten) days from the date of reference to
discuss and attempt to amicably resolve the Dispute. If such meeting does not
take place within the 10 (ten) day period or the Dispute is not amicably settled
within 15 (fifteen) days of the meeting or the Dispute is not resolved as
evidenced by the signing of written terms of settlement within 30 (thirty) days
of the notice in writing referred to in Clause 9.2.1 or such longer period as may
be mutually agreed by the Parties, either Party may refer the Dispute to
arbitration in accordance with the provisions of Clause 9.4.
9.4 Arbitration
9.4.1 Any Dispute which is not resolved amicably by conciliation, as provided in

Clause 9.3, shall be finally decided by reference to arbitration by an Arbitral
Tribunal appointed in accordance with Clause 9.4.2. Such arbitration shall be
held in accordance with the Rules of Arbitration of the International Centre for
Alternative Dispute Resolution, New Delhi (the “Rules”), or such other rules as
may be mutually agreed by the Parties, and shall be subject to the provisions of
the Arbitration and Conciliation Act,1996. The place of such arbitration shall be
Indore, Madhya Pradesh where the Authority has its headquarters and the
language of arbitration proceedings shall be English.
9.4.2 There shall be [a sole arbitrator whose appointment] / [an Arbitral Tribunal of
three arbitrators, of whom each Party shall select one, and the third arbitrator
shall be appointed by the two arbitrators so selected, and in the event of
disagreement between the two arbitrators, the appointment] shall be made in
accordance with the Rules.
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9.4.3 The arbitrators shall make a reasoned award (the “Award”). Any Award made
in any arbitration held pursuant to this Clause 9 shall be final and binding on the
Parties as from the date it is made, and the Consultant and the Authority agree
and undertake to carry out such Award without delay.
9.4.4 The Consultant and the Authority agree that an Award may be enforced against
the Consultant and/or the Authority, as the case may be, and their respective
assets wherever situated.
9.4.5 This Agreement and the rights and obligations of the Parties shall remain in full
force and effect, pending the Award in any arbitration proceedings hereunder.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be

signed in their respective names as of the day and year first above written.
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of For and on behalf of
Consultant: Authority
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
In the presence of:
1. 2.
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Annex -1
Terms of Reference
(Refer Clause 3.1.2)
(Reproduce Schedule-1 of RFP)
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Annex-2
Deployment of Key Personnel

(Refer Clause 4)
(Reproduce as per Form-7 of Appendix-I)
84
Annex-3
DELETED
85
Annex-4
Approved Sub-Consultant(s)
(Refer Clause 4.7)
(Reproduce as per Form-12 of Appendix-I)
86
Annex-5
Cost of Services
(Refer Clause 6.1)
(as per the template provided on www.mpeprocure.gov.in)
87
Annex-6
Payment Schedule
(Refer Clause 6)
Consultant shall be paid an amount of Rs. 75.00 Lakhs of following deliverables in

addition to percentage rate quoted by the consultant in the following manner:
S. No. Deliverable / Milestone (upon approval) As percentage of total as

above
1 Inception report 10%
2 Detailed Base Map 40%
3 ABD Master Plan (Draft) 40%
4 Final ABD Master Plan 10%
Total 100%
The payments to the consultant would be made project wise in following manner:
List of deliverables and payments for Consultant
Sl . Deliverables Payment based on Percentage

No Rate of Project Cost
1 Preparation of Feasibility Study / DPR 25%
including surveys & investigations
2 Tender Document Preparation and Bid 5%
Process Management
3 Project Management & allied activity 65%
(linked to financial progress of the
project)
4 Successful completion of project 5%
(A) Preparation of Feasibility Study / DPR including surveys & investigations –

25%
Sr. Particulars Percentage to be released

No of total amount for (A)
1 On approval of Existing Situation Report 40%
with Primary & Secondary Data Collection,
Survey & Investigations, Data Analysis,
Feasibility Study, Design Options, Plans /
Drawings.
2 On approval of Draft DPR with Plans, 35%
Drawings, BOQ, Cost Estimates etc. AND
providing all necessary documentation for
statutory clearances as applicable
3 On approval of Final DPR 25%
Note: Statutory clearances will be obtained by the client and no payment of the
consultant will be withheld pending such clearances.
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(B) Tender Document Preparation and Bid Process Management: 5%
Sr. Particulars Percentage to be

No released of total amount
1 Bid documents 60% (Total)
On submission of bid documents 40%
On approval of bid documents 10%
On publication of NIT of bid documents 10%
2 Technical Bid evaluation report 20 % (Total)
3 Financial Bid evaluation report 10 % (Total)
4 On award of contract 10% (Total)
On issue of letter of award 5%
On signing of contract agreement 5%
Total 100%
The payments for (A) and (B) shall be made as per project cost determined in approved
DPR. However, the final project cost shall be considered as project cost agreed with
contractor at the stage of award of contract agreement. All such payment adjustment
shall be made during project management phase evenly in first six months of start of
implementation of project. In case of escalation of project cost during construction
phase, no additional consultancy fee shall be paid on account of increased project cost.
In case of PPP projects, payment shall be made for (A) and (B) component only.
(C) Project Management: 65% of the Consultancy Fee. The payment shall be made
proportionately in accordance with the actual work executed (Financial progress) in the
project. Based on the executed cost in the particular period, consultancy fee for the
payment shall be worked out in accordance with the approved consultancy fee. (in %)
then after 65% of this components shall be paid.
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Annex-7
Bank Guarantee for Performance Security

(Refer Clause 7.1.3)
To
[The President of India/Governor of ...........]

acting through
.......................
........................
........................
In consideration of Indore Smart City Development Limited acting on behalf of the

[President of India/Governor of ...................................................] (hereinafter referred as
the “Authority”, which expression shall, unless repugnant to the context or meaning
thereof, include its successors, administrators and assigns) awarding to ………………..,
having its office at ……………….. (hereinafter referred as the “Consultant” which
expression shall, unless repugnant to the context or meaning thereof, include its successors,
administrators, executors and assigns), vide the Authority’s Agreement no. ……………….
dated ……………….. valued at Rs. ……………….. (Rupees
…………………………………..), (hereinafter referred to as the “Agreement”) the
assignment for consultancy services in respect of the ...............................for
.........................., and the Consultant having agreed to furnish a Bank Guarantee amounting
to Rs.……………….. (Rupees ……………………………………...) to the Authority for
performance of the said Agreement.
We, ……………….. (hereinafter referred to as the “Bank”) at the request of the

Consultant do hereby undertake to pay to the Authority an amount not exceeding Rs.
………………… (Rupees …………………………………) against any loss or damage
caused to or suffered or would be caused to or suffered by the Authority by reason of any
breach by the said Consultant of any of the terms or conditions contained in the said
Agreement.
2. We, ……………….. (indicate the name of the Bank) do hereby undertake to pay
the amounts due and payable under this Guarantee without any demur, merely on a demand
from the Authority stating that the amount/claimed is due by way of loss or damage caused
to or would be caused to or suffered by the Authority by reason of breach by the said
Consultant of any of the terms or conditions contained in the said Agreement or by reason
of the Consultant’s failure to perform the said Agreement. Any such demand made on the
bank shall be conclusive as regards the amount due and payable by the Bank under this
Guarantee. However, our liability under this Guarantee shall be restricted to an amount not
exceeding Rs. ……………….. (Rupees ………………………………………………).
3. We, ……………….. (indicate the name of Bank) undertake to pay to the Authority
any money so demanded notwithstanding any dispute or disputes raised by the Consultant
in any suit or proceeding pending before any court or tribunal relating thereto, our liability
under this present being absolute and unequivocal. The payment so made by us under this
bond shall be a valid discharge of our liability for payment thereunder and the Consultant
shall have no claim against us for making such payment.
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4. We, ……………….. (indicate the name of Bank) further agree that the Guarantee
herein contained shall remain in full force and effect during the period that would be
required for the performance of the said Agreement and that it shall continue to be
enforceable till all the dues of the Authority under or by virtue of the said Agreement have
been fully paid and its claims satisfied or discharged or till the Authority certifies that the
terms and conditions of the said Agreement have been fully and properly carried out by the
said Consultant and accordingly discharges this Guarantee. Unless a demand or claim under
this Guarantee is made on us in writing on or before a period equivalent to the project
duration from the date of this Guarantee, we shall be discharged from all liability under this
Guarantee thereafter.
5. We, ………………… (indicate the name of Bank) further agree with the Authority
that the Authority shall have the fullest liberty without our consent and without affecting in
any manner our obligations hereunder to vary any of the terms and conditions of the said
Agreement or to extend time of performance by the said Consultant from time to time or to
postpone for any time or from time to time any of the powers exercisable by the Authority
against the said Consultant and to forbear or enforce any of the terms and conditions relating
to the said Agreement and we shall not be relieved from our liability by reason of any such
variation, or extension being granted to the said Consultant or for any forbearance, act or
omission on the part of the Authority or any indulgence by the Authority to the said
Consultant or any such matter or thing whatsoever which under the law relating to sureties
would, but for this provision, have the effect of so relieving us.
6. This Guarantee will not be discharged due to the change in the constitution of the
Bank or the Consultant(s).
7. We, ……………….. (indicate the name of Bank) lastly undertake not to revoke
this Guarantee during its currency except with the previous consent of the Authority in
writing.
8. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be
restricted to Rs. ........... crore (Rupees ......................................... crore) only. The Bank
shall be liable to pay the said amount or any part thereof only if the Authority serves a
written claim on the Bank in accordance with paragraph 2 hereof, on or before
[...................... (indicate the date falling 365days after the Bid Due Date specified in the
RFP)].
Dated, the ………… day of ……………… 20
For ..............................................................
(Name of Bank)
(Signature, name and designation of the authorised signatory)

Seal of the Bank:
NOTES:
(i) The Bank Guarantee should contain the name, designation and code number of the
officer(s) signing the Guarantee.
(ii) The address, telephone no. and other details of the Head Office of the Bank as well
as of issuing Branch should be mentioned on the covering letter of issuing Branch.
91
SCHEDULE-3
(See Clause 2.3.3)
Guidance Note on Conflict of Interest
1. This Note further explains and illustrates the provisions of Clause 2.3 of the RFP and
shall be read together therewith in dealing with specific cases.
2. Consultants should be deemed to be in a conflict of interest situation if it can be

reasonably concluded that their position in a business or their personal interest could
improperly influence their judgment in the exercise of their duties. The process for
selection of consultants should avoid both actual and perceived conflict of interest.
3. Conflict of interest may arise between the Authority and a consultant or between
consultants and present or future concessionaries/ contractors. Some of the situations
that would involve conflict of interest are identified below:
(a) Authority and consultants:

(i) Potential consultant should not be privy to information from the
Authority which is not available to others.
(ii) Potential consultant should not have defined the project when earlier
working for the Authority.
(iii) Potential consultant should not have recently worked for the Authority
overseeing the project.
(b) Consultants and concessionaires/contractors:

(i) No consultant should have an ownership interest or a continuing
business interest or an on-going relationship with a potential
concessionaire/ contractor save and except relationships restricted to
project-specific and short-term assignments.
(ii) No consultant should be involved in owning or operating entities
resulting from the project.
(iii) No consultant should bid for works arising from the project.
The participation of companies that may be involved as investors or consumers and

officials of the Authority who have current or recent connections to the companies
involved, therefore, needs to be avoided.
4. The normal way to identify conflicts of interest is through self-declaration by

consultants. Where a conflict exists, which has not been declared, competing
companies are likely to bring this to the notice of the Authority. All conflicts must be
declared as and when the consultants become aware of them.
5. Another approach towards avoiding a conflict of interest is through the use of

“Chinese walls” to avoid the flow of commercially sensitive information from one
part of the consultant’s company to another. This could help overcome the problem
of availability of limited numbers of experts for the project. However, in reality
effective operation of “Chinese walls” may be a difficult proposition. As a general
92
rule, larger companies will be more capable of adopting Chinese walls approach than
smaller companies. Although, “Chinese walls” have been relatively common for
many years, they are an increasingly discredited means of avoiding conflicts of
interest and should be considered with caution. As a rule, “Chinese walls” should be
considered as unacceptable and may be accepted only in exceptional cases upon full
disclosure by a consultant coupled with provision of safeguards to the satisfaction of
the Authority.
6. Another way to avoid conflicts of interest is through the appropriate grouping of tasks.
For example, conflicts may arise if consultants drawing up the terms of reference or
the proposed documentation are also eligible for the consequent assignment or
project.
7. Another form of conflict of interest called “scope–creep” arises when consultants

advocate either an unnecessary broadening of the terms of reference or make
recommendations which are not in the best interests of the Authority but which will
generate further work for the consultants. Some forms of contractual arrangements
are more likely to lead to scope-creep. For example, lump-sum contracts provide
fewer incentives for this, while time and material contracts provide built in incentives
for consultants to extend the length of their assignment.
8. Every project contains potential conflicts of interest. Consultants should not only
avoid any conflict of interest, they should report any present/ potential conflict of
interest to the Authority at the earliest. Officials of the Authority involved in
development of a project shall be responsible for identifying and resolving any
conflicts of interest. It should be ensured that safeguards are in place to preserve fair
and open competition and measures should be taken to eliminate any conflict of
interest arising at any stage in the process.
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APPENDICES
94
APPENDIX-I
(See Clause 2.1.3)
TECHNICAL PROPOSAL
Form-1
Letter of Proposal
(On Applicant’s letter head)
(Date and Reference)
To,
............................
............................
...........................
Sub: Appointment of Project Development and Management Consultant for Area based
Development Project for Indore Smart City Development Limited
Dear Sir,
With reference to your RFP Document dated ……………, I/We, having examined
all relevant documents and understood their contents, hereby submit our Proposal
for selection as Project Development and Management Consultant (the
“Consultant”) for Area Based Development Project for Indore Smart City
Development Limited. The proposal is unconditional and unqualified.
2. I/We acknowledge that the Authority will be relying on the information
provided in the Proposal and the documents accompanying the Proposal for
selection of the Consultant, and we certify that all information provided in the
Proposal and in the Appendices is true and correct, nothing has been omitted
which renders such information misleading; and all documents accompanying
such Proposal are true copies of their respective originals.
3. This statement is made for the express purpose of appointment as the

Consultant for the aforesaid Project.
4. I/We shall make available to the Authority any additional information it may
deem necessary or require for supplementing or authenticating the Proposal.
5. I/We acknowledge the right of the Authority to reject our application without
assigning any reason or otherwise and hereby waive our right to challenge the
same on any account whatsoever.
95
6. I/We certify that in the last three years, we or any of our Associates have
neither failed to perform on any contract, as evidenced by imposition of a
penalty by an arbitral or judicial authority or a judicial pronouncement or
arbitration award against the Applicant, nor been expelled from any project or
contract by any public authority nor have had any contract terminated by any
public authority for breach on our part.
7. I/We declare that:
(a) I/We have examined and have no reservations to the RFP Documents,
including any Addendum issued by the Authority;
(b) I/We do not have any conflict of interest in accordance with Clause
2.3 of the RFP Document;
(c) I/We have not directly or indirectly or through an agent engaged or

indulged in any corrupt practice, fraudulent practice, coercive
practice, undesirable practice or restrictive practice, as defined in
Clause 4.3 of the RFP document, in respect of any tender or request
for proposal issued by or any agreement entered into with the
Authority or any other public sector enterprise or any government,
Central or State; and
(d) I/We hereby certify that we have taken steps to ensure that in
conformity with the provisions of Section 4 of the RFP, no person
acting for us or on our behalf will engage in any corrupt practice,
fraudulent practice, coercive practice, undesirable practice or
restrictive practice.
8. I/We understand that you may cancel the Selection Process at any time and
that you are neither bound to accept any Proposal that you may receive nor
to select the Consultant, without incurring any liability to the Applicants in
accordance with Clause 2.8 of the RFP document.
9. I/We declare that we are not a member of any other Consortium applying for
Selection as a Consultant.
10. I/We certify that in regard to matters other than security and integrity of the
country, we or any of our Associates have not been convicted by a Court of
Law or indicted or adverse orders passed by a regulatory authority which
would cast a doubt on our ability to undertake the Consultancy for the Project
or which relates to a grave offence that outrages the moral sense of the
community.
11. I/We further certify that in regard to matters relating to security and integrity
of the country, we have not been charge-sheeted by any agency of the
Government or convicted by a Court of Law for any offence committed by
us or by any of our Associates.
12. I/We further certify that no investigation by a regulatory authority is pending

either against us or against to be engaged team members.
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Appendices
13. I/We hereby irrevocably waive any right or remedy which we may have at
any stage at law or howsoever otherwise arising to challenge or question any
decision taken by the Authority [and/ or the Government of India] in
connection with the selection of Consultant or in connection with the
Selection Process itself in respect of the above mentioned Project.
14. I/We agree and understand that the proposal is subject to the provisions of
the RFP document. In no case, shall I/we have any claim or right of
whatsoever nature if the Consultancy for the Project is not awarded to me/us
or our proposal is not opened or rejected.
15. I/We agree to keep this offer valid for 120 (One Hundred Twenty Days) days
from the PDD specified in the RFP.
16. A Power of Attorney in favour of the authorised signatory to sign and submit
this Proposal and documents is attached herewith in Form 4.
17. In the event of my/our firm being selected as the Consultant, I/we agree to
enter into an Agreement in accordance with the form at Schedule–2 of the
RFP. We agree not to seek any changes in the aforesaid form and agree to
abide by the same.
18. In the event of my/our firm being selected as the Consultant, I/we agree to
enter into an Agreement in accordance with the form at Schedule -2 of the
RFP. We agree not to seek changes in the aforesaid form and agree to abide
by the same.
19. I/We have studied RFP and all other documents carefully. We understand
that except to the extent as expressly set forth in the Agreement, we shall
have no claim, right or title arising out of any documents or information
provided to us by the Authority or in respect of any matter arising out of or
concerning or relating to the Selection Process including the award of
Consultancy.
20. I/We agree and undertake to abide by all the terms and conditions of the RFP
Document.
In witness thereof, I/we submit this Proposal under and in accordance with the terms
of the RFP Document.
Yours faithfully,
(Name and seal of the Applicant/ Lead Member)
97
APPENDIX-I
Form-2
Particulars of the Applicant
1.1 Title of Consultancy:
1.2 Title of Project:

……………………….Project
1.3 State whether applying as Sole Firm or Lead Member of a consortium:

Sole Firm
or
Lead Member of a consortium
1.4 State the following:

Name of Firm:
Legal status (e.g. sole proprietorship or partnership):
Country of incorporation:
Registered address:
Year of Incorporation:
Year of commencement of business:
Principal place of business:
Name, designation, address and phone numbers of authorised signatory of the

Applicant:
Name:
Designation:
Company:
Address:
Phone No.:
E-mail address:
1.5 If the Applicant is Lead Member of a consortium, state the following for each of
the other Member Firms:
98
Appendices
(i) Name of Firm:
(ii) Legal Status and country of incorporation
(iii) Registered address and principal place of business.
1.6 For the Applicant, (in case of a consortium, for each Member), state the following
information:
(i) In case of non-Indian Firm, does the Firm have business presence in India?
Yes/No
If so, provide the office address (es) in India.
(ii) Has the Applicant or any of the Members in case of a consortium been
penalised by any organization for poor quality of work or breach of contract
in the last five years?
Yes/No
(iii) Has the Applicant/ or any of its Associates ever failed to complete any work
awarded to it by any public authority/ entity in last five years?
Yes/No
(iv) Has the Applicant or any member of the consortium been blacklisted by any
Government department/Public Sector Undertaking in the last five years?
Yes/No
(v) Has the Applicant or any of its Associates, in case of a consortium, suffered
bankruptcy/insolvency in the last five years?
Yes/No
Note: If answer to any of the questions at (ii) to (v) is yes, the Applicant is not
eligible for this consultancy assignment.
1.7
For and on behalf of ………………..
99
APPENDIX-I
Form-3
Statement of Legal Capacity

(To be forwarded on the letter head of the Applicant)
Ref. Date:
To,
......................
......................
......................
Dear Sir,
Sub: Appointment of Project Development and Management Consultant for Area

based Development Project for Indore Smart City Development Limited
I/We hereby confirm that we, the Applicant (along with other members in case of
consortium, the constitution of which has been described in the Proposal), satisfy
the terms and conditions laid down in the RFP document.
I/We have agreed that ………………………… (insert Applicant’s name) will act
as the Lead Member of our consortium.
I/We have agreed that ……………………….. (insert individual’s name) will act as
our Authorised Representative/ will act as the Authorised Representative of the
consortium on our behalf and has been duly authorized to submit our Proposal.
Further, the authorised signatory is vested with requisite powers to furnish such
proposal and all other documents, information or communication and authenticate
the same.
Yours faithfully,
(Signature, name and designation of the authorised signatory
For and on behalf of ................................
100
Appendices
APPENDIX-I
Form-4
Power of Attorney
Know all men by these presents, We, ......................................... (name of Firm and
address of the registered office) do hereby constitute, nominate, appoint and
authorise Mr / Ms........................................ son/daughter/wife and presently residing
at........................................, who is presently employed with/ retained by us and
holding the position of .................... as our true and lawful attorney (hereinafter
referred to as the “Authorised Representative”) to do in our name and on our behalf,
all such acts, deeds and things as are necessary or required in connection with or
incidental to submission of our Proposal for and selection as Project Development
and Management Consultant for Area based Development Project to be developed
by the Indore Smart City Development Limited (the “Authority”) including but not
limited to signing and submission of all applications, proposals and other documents
and writings, participating in pre-bid and other conferences and providing
information/ responses to the Authority, representing us in all matters before the
Authority, signing and execution of all contracts and undertakings consequent to
acceptance of our proposal and generally dealing with the Authority in all matters
in connection with or relating to or arising out of our Proposal for the said Project
and/or upon award thereof to us till the entering into of the Agreement with the
Authority.
AND, we do hereby agree to ratify and confirm all acts, deeds and things lawfully
done or caused to be done by our said Authorised Representative pursuant to and in
exercise of the powers conferred by this Power of Attorney and that all acts, deeds
and things done by our said Authorised Representative in exercise of the powers
hereby conferred shall and shall always be deemed to have been done by us.
IN WITNESS WHEREOF WE, .................................................THE ABOVE

NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON
THIS ........................................ DAY OF ...................., 20......
For ......................................................
(Signature, name, designation and address)

Witnesses:
1.
2.
Notarised
Accepted
........................................
(Signature, name, designation and address of the Attorney)
101
Notes:
 The mode of execution of the Power of Attorney should be in accordance with

the procedure, if any, laid down by the applicable law and the charter
documents of the executant(s) and when it is so required the same should be
under common seal affixed in accordance with the required procedure.
 Wherever required, the Applicant should submit for verification the extract of
the charter documents and other documents such as a resolution/power of
attorney in favour of the person executing this Power of Attorney for the
delegation of power hereunder on behalf of the Applicant.
 For a Power of Attorney executed and issued overseas, the document will also
have to be legalised by the Indian Embassy and notarised in the jurisdiction
where the Power of Attorney is being issued. However, the Power of Attorney
provided by Applicants from countries that have signed the Hague Legislation
Convention, 1961 are not required to be legalised by the Indian Embassy if it
carries a conforming Apostille certificate.
102
Appendices
APPENDIX-I
Form-5
Financial Capacity of the Applicant

(Refer Clause 2.2.2 (B))
S. No. Financial Year Annual Professional Fee from Advisory and

Consultancy Services
(Rs)
1.
2.
3.
Average
Certificate from the Statutory Auditor$$
This is to certify that ....................(name of the Applicant) has received the
payments shown above against the respective years on account of professional
fees from advisory and consulting services.

Date: Name and seal of the audit firm:
$$
In case the Applicant does not have a statutory auditor, it shall provide the
certificate from its chartered accountant that ordinarily audits the annual accounts of
the Applicant.
Note:
1. Please attach duly-certified Annual Audit / Financial Statements.
2. In case of consortium, Form-5 shall be submitted by all members of the
consortium.
103
APPENDIX-I
Form-6
DESCRIPTION OF APPROACH, METHODOLOGY, AND WORK PLAN IN

RESPONDING TO THE TERMS OF REFERENCE
A description of the approach, methodology and work plan for performing the
assignment, including a detailed description of the proposed methodology and
staffing.
Suggested structure:
a) Technical Approach and Methodology: Explain understanding of the
objectives of the assignment as outlined in the Terms of Reference (TORs),
the technical approach, and the methodology for implementing the tasks to
deliver the expected output(s), and the degree of detail of such output. Please
do not repeat/copy the TORs in here.
b) Work Plan: Outline the plan for the implementation of the main
activities/tasks of the assignment, their content and duration, phasing and
interrelations and tentative delivery dates of the monthly progress reports.
The proposed work plan should be consistent with the technical approach
and methodology, showing understanding of the TOR and ability to translate
them into a feasible working plan. A list of the final documents (including
reports) to be delivered as final output(s) should be included here.
c) Organization and Staffing: Describe the structure and composition of your
team, including the list of the Key Personnel, Sector Experts, Support Team
and relevant technical and administrative support staff.
Prescribed format:
Strictly follow the page limit of 30 pages, font type: arial, minimum font size: 11,
minimum line spacing of 1.0 and normal margins. Non-conforming submissions
may be disqualified.
104
Appendices
APPENDIX-I
Form-7
TEAM COMPOSITION, ASSIGNMENT, AND KEY EXPERTS’ INPUTS
N° Name Expert’s input (in person days per month) Total time-input
(in days)
Position Month Month 2 Month 3 ........ Month. Home Field Total
1 ..
KEY PERSONNEL
1 {e.g., Mr. aaaa} [Team [Home] [2 days] [10] [14]
Leader]
[Field] [20] [12] [8]
2
4..
Sub-total
Note:
1 For Key Experts, the input should be indicated individually for the same positions as required under the clause 2.1.4.
2 Months are counted from the start of the assignment/mobilization. One working day shall be not less than 8 (eight) working-hours.
3 “Home” means work in the office of the expert’s place of residence or Applicant’s office. “Field” work means work carried out in the Authority’s office or any place
assigned by the Authority to carry out the services.
105
APPENDIX-I
Form-8
Particulars of Key Personnel
S. Designation of Key Name Educational Length of

No. Personnel Qualification Professional
Experience
(1) (2) (3) (4) (5)

1.
2.
3.
4.
106
Appendices
APPENDIX-I
Form-9
Abstract of Assignments of the Applicant$

(Refer Clause 2.2.2, B)
S.No. Name of Project Name of Client Professional fee$$ received

by the Applicant (in Rs
crore)£
(1) (2) (3) (4)
$
The Applicant should provide details of only those assignments that have been
undertaken by it under its own name.
$$
Exchange rate for conversion of US $ shall be as per Clause 1.7.1.
£ In the event that the Applicant is notable to disclose the consultancy fee received
for any particular assignment for reasons such as confidentiality, non-disclosure
clause, etc., it may submit a self-certification with specific reason/s that it has
received more than the amount specified for eligibility under this RFP.
Certificate from the Statutory Auditor$ of [Name of Company]

This is to certify that the informati/on contained in Column 4 above is correct as per
the accounts of the Applicant and/ or the clients.

Date: Name and seal of the audit firm:
$
In case the Applicant does not have a statutory auditor, it shall provide the certificate
from its chartered accountant that ordinarily audits the annual accounts of the
Applicant.
Note: In case of consortium, Form-9 for each consortium member shall be submitted.
107
APPENDIX-I
Form-10
Assignments of Applicant
(Refer Clause 2.2.2, B)
1. Name of company:
2. Assignment name:
3. Description of Assignment:
4. Approx. value of the contract (in Rupees):
5. Approx. value of the services provided by your company under the contract (in
Rupees):
6. Country:
7. Location within country:
8. Duration of Assignment/job (months) :
9. Name of Client:
10. Client address and contact information:
11. In case of consortium, whether your company was Lead member or other
consortium member:
12. Total No of staff-months of the Assignment:
13. Total No of staff-months provided by your company:
14. Start date (month/year):
15. Completion date (month/year):
16. Name of associated Consultants, if any:
17. Name of senior professional staff of your firm involved and functions
performed.
18. Description of actual Assignment/ provided by your staff within the

Assignment:
Note:
1. Use separate sheet for each Assignment as mentioned in clause 2.2.2 (B).
2. Each Eligible Assignment shall not exceed 2 pages, and following format shall be
used: font: arial, font size: 11, normal margin.
3. Exchange rate for conversion of US $ shall be as per Clause 1.7.1.
108
APPENDIX-I
Form-11
Curriculum Vitae (CV) of Professional Personnel
1. Proposed Position: [For each position of key professional separate form will be
prepared]:
2. Name of Firm: [Insert name of firm proposing the staff]:
3. Name of Staff: [Insert full name]:
4. Brief Profile of Proposed Staff: [Provide summary of proposed staff experience,

qualifications and achievements in no more than 250 words]
5. Date of Birth:
6. Nationality:
7. Education:[Indicate college/university and other specialized education of staff

member, giving names of institutions, degrees obtained, and dates of obtainment]:
8. Membership of Professional Associations:
9. Other Training:
10. Countries of Work Experience:[List countries where staff has worked in the last
ten years]:
11. Languages [For each language indicate proficiency: good, fair, or poor in
speaking, reading, and writing]:
12. Employment Record:[Starting with present position, list in reverse order every
employment held by staff member since graduation, giving for each employment (see
format here below): dates of employment, name of employing organization, positions
held.]:
From [Year]: To [Year]:
Employer:
Positions held:
13. Detailed Tasks Assigned: [List all tasks to be performed under this Assignment]
14. Work Undertaken that Best Illustrates Capability to Handle the Tasks Assigned
[Among the Assignment/jobs in which the staff has been involved, indicate the
following information for those Assignment/jobs that best illustrate staff capability to
handle the tasks listed under point 12.]
109
Name of Assignment or project: Employer:
Year: Location:
Main project features:
Positions held:
Activities performed:
(Signature and name of the authorised signatory of the Applicant)
Note:
1. Use separate form for each Key Personnel
2. Each page of the CV shall be countersigned by the Applicant firm along with the
seal of the firm. Photocopies will not be considered for evaluation.
110
APPENDIX-I
Form-12
Proposal for Sub-Consultant(s)
1. Details of the Firm

Firm’s Name, Address and Telephone
Name and Telephone No. of the
Contact Person
Fields of Expertise
No. of Years in business in the above

Fields
2. Services that are proposed to be sub contracted:
3. Person who will lead the Sub- Consultant

Name:
Designation:
Telephone No:
Email:
4. Details of Firm’s previous experience
Name of Work Name, address and Total Duration Date of

telephone no. of Client Value of of Completion of
Services Services Services
Performed
1.
2.
3.
(Signature and name of the authorised signatory)
Note:
1. The Proposal for Sub-Consultant(s) shall be accompanied by the details specified in

Forms 12 of Appendix –I.
2. Use separate form for each Sub-Consultant
111
APPENDIX-II
FINANCIAL PROPOSAL
Form-1
Covering Letter
(On Applicant’s letter head)
(Date and Reference)
To,
........................
.........................
.........................
Dear Sir,
Subject: Appointment of Project Development and Management Consultant for Area

based Development Project for Indore Smart City Development Limited
I/We, ........................................... (Applicant’s name) herewith enclose the Financial

Proposal for selection of my/our firm as Project Development and Management
Consultant for Area Based Development Projects in Indore for Indore Smart City
Development Limited as indicated above.
I/We agree that this offer shall remain valid for a period of 120 (one hundred and
twenty) days from the Proposal Due Date or such further period as may be mutually
agreed upon.
Yours faithfully,
112
APPENDIX-II
(See Clause 2.1.3)
Form-2
Sl. No Consultancy Fees (Percentage Percentage of the project cost*

Basis)
% In figure % In words
1 PDMC Services for Area Based

Development Projects with scope
as per RFP
Note:
*Project cost for purpose of evaluation of proposal is taken as Rs. 1500.00 Crore
as per project cost of ABD in Indore.
1) Consultancy fees shall be quoted on % basis of the project cost.
2) For purpose of bid evaluation, the above quoted percentage would be

converted into absolute figures by multiplying percentage figure with project
cost. The amount such derived would be considered as financial quote for
financial scoring.
3) Service Tax and Cess will be paid extra as per Law.
Dated this [day / month / year]
Authorized Signatory (in full and initials):
Name and title of signatory:

Duly authorized to sign this Proposal for and on behalf of [Name of Applicant]
Name of Firm:
Address:

113

Indore Smart City Development Limited RFP

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INDORE SMART CITY DEVELOPMENT LIMITED, INDORE

REQUEST FOR PROPOSAL

RFP NOTICE NO. 12/ISCDL/16-17

Annex-1: Terms of Reference

3 Guidance Note on Conflict of Interest

Agreement As defined in Schedule-2

1.2 Request for Proposals

The Authority invites proposals (the “Proposals”) for selection of project

1.3 Due diligence by Applicants

Applicants are encouraged to familiarize themselves fully about the assignment

1.4 Sale of RFP Document

RFP document can be downloaded from the website of www.mpeproc.gov.in.

1.5 Validity of the Proposal

1.6 Brief description of the Selection Process

1.8 Schedule of Selection Process

The Authority would endeavour to adhere to the following schedule:

Event Description Date & Time

4. Authority response to queries 25.07.2016

5. Last date for purchase of RFP 22.08.2016

7. Submission of hard copy of 26.08.2016 till 1500 Hours

8. Opening of Technical Proposals 26.08.2016 at 1530 Hours

9. Opening of Financial Proposals To be intimated to the successful bidders

10. Letter of Award (LOA) Within 15 days of Opening of Financial

12 Validity of Applications As mentioned in clause 1.5

1.9 Pre-Proposal visit to the Site and inspection of data

Chief Executive Officer,

1.10 Pre-Proposal Conference

The date, time and venue of Pre-Proposal Conference shall be:

Date and Time: As mentioned in clause 1.8

1.11.1 All communications including the submission of Proposal should be

Chief Executive Officer,

1.11.2 The Official Website of the Authority is:

2.1 Scope of Proposal

2.1.4 Key Personnel

2.2 Conditions of Eligibility of Applicants

(A) Basic Eligibility criteria

a) Category 1: experience in preparation of detailed layout master plan for an area

Sr. Key Qualifications Minimum Experience required

1. Water Supply Engineer

Sr. Resident Qualifications Minimum Experience required

2.3 Conflict of Interest

(e) such Applicant has a relationship with another Applicant, directly or

Applicant (the “Associate”). As used in this definition, the expression “control”

2.4 Number of Proposals

2.5 Cost of Proposal

2.6 Site visit and verification of information

(a) made a complete and careful examination of the RFP;

(b) received all relevant information requested from the Authority;

(e) acknowledged that it does not have a Conflict of Interest; and

(f) agreed to be bound by the undertaking provided by it under and in terms

2.8 Right to reject any or all Proposals

(a) at any time, a material misrepresentation is made or discovered, or

Misrepresentation/ improper response by the Applicant may lead to the

2.9 Contents of the RFP

Request for Proposal

Appendix – II: Financial Proposal

"Queries concerning RFP for Appointment of Project Development and

2.11 Amendment of RFP

C. PREPARATION AND SUBMISSION OF PROPOSAL

2.13 Format and signing of Proposal

(c) power of attorney, if applicable, is executed as per Applicable Laws;

(k) the proposal is responsive in terms of Clause 2.21.3.

Personnel specified in Clause 2.1.4 shall be included in the proposed team of